FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Loudermilk Kyle Justin
  2. Issuer Name and Ticker or Trading Symbol
GSE SYSTEMS INC [GVP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
3525 WOODBINE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2024
(Street)

CHEVY CHASE, MD 20815		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/31/2024   F   857 (1) D $ 2.34 147,886 D  
Common Stock 03/31/2024   M   2,500 A (2) 150,386 D  
Common Stock 03/31/2024   F   966 (3) A $ 2.34 149,420 D  
Common Stock 03/31/2024   A   56,259 (5) A $ 2.34 205,679 D  
Common Stock 03/31/2024   F   21,716 (6) D $ 2.34 183,963 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Rights (2) (3) 03/31/2024   M   2,500     (3) 01/01/2026 Common Stock 2,500 (3) 51,063 D  
Performance Rights (2) (4) 03/31/2024   M   1,250     (4) 01/01/2026 Common Stock 1,250 (4) 49,813 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Loudermilk Kyle Justin
3525 WOODBINE STREET
CHEVY CHASE, MD 20815		   X     President & CEO  

Signatures

 /s/ Loudermilk Kyle Justin   04/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 2,220 restricted share units pursuant to one restricted share unit agreement between the Reporting Person and the Issuer.
(2) Each performance right (PR) is a contingent right to receive one share of lssuer Common Stock. PRs vest upon satisfaction of a Service Condition (SC) and a Stock Price Performance Condition (SPPC). The SC is satisfied for sixteen dates (3/31/2022, 6/30/2022, 9/30/2022, I2/31/2022,3/31/2023. 6/30/2023, 9/30/2023, 12/31/2023, 3/31/2024, 6/30/2024, 9/30/2024, 12/31/2024, 3/31/2025, 6/30/2025, 9/30/2025, and 12/31/2025) if the Issuer has continuously employed the reporting person through that SC date, and 2,500 PRs then will be eligible to vest if the SPPC also has been met. The SPPC requires the Volume Weighted Average Price of the Issuer's Common Stock as quoted on NASDAQ to be at least $1.94 measured over a 20 consecutive trading day period. If the SPPC has not yet been met, then PRs eligible to vest due to satisfaction of a SC shall aggregate and vest upon later satisfaction of the SPPC. Once the SPPC is me PRs that remain unvested shall vest upon satisfaction of each future SC.
(3) On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 966 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 2,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.
(4) On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 1,250 PRs. Pursuant to the restricted share unit agreement between the Reporting Person and the Issuer, a cash payment was made to the Reporting Person in an amount equal to 1,250 multiplied by the fair market value per share of Issuer Common Stock as of March 31, 2024.
(5) These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer.
(6) Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 56,259 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.

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