Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
GSE SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
36227K205
(CUSIP Number)
February 21, 2024
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(c) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s)
Page 1 of 6 Pages
| CUSIP No. 36227K205 | 13G | Page 2 of 6 Pages |
| 1. |
NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan Honig |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☒ |
| 3. | SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5. |
SOLE VOTING POWER
None |
| 6. |
SHARED VOTING POWER
180,914 Shares (1) (2) | |
| 7. |
SOLE DISPOSITIVE POWER
None | |
| 8. |
SHARED DISPOSITIVE POWER
180,914 Shares (1) (2) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,914 Shares (1) (2) |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.963% (1) (2) |
| 12. |
TYPE OF REPORTING PERSON
IN |
| (1) | Based on 3,034,139 shares outstanding as of December 31, 2023. |
| (2) | Includes 100,414 shares of common stock held by Jonathan Honig individually and 80,500 shares of common stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig is the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the shares of common stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. |
| CUSIP No. 36227K205 | 13G | Page 3 of 6 Pages |
| 1. |
NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐ (b) ☒ |
| 3. | SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5. |
SOLE VOTING POWER
None |
| 6. |
SHARED VOTING POWER
180,914 Shares (1) (2) | |
| 7. |
SOLE DISPOSITIVE POWER
None | |
| 8. |
SHARED DISPOSITIVE POWER
180,914 Shares (1) (2) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,914 Shares (1) (2) |
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.963% (1) (2) |
| 12. |
TYPE OF REPORTING PERSON
CO |
| (1) | Based on 3,034,139 shares outstanding as of December 31, 2023. |
| (2) | Includes 100,414 shares of common stock held by Jonathan Honig individually and 80,500 shares of common stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig is the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the shares of common stock held by Elizabeth Honig TR FBO Elizabet h Honig Lifetime Trust UA July 9, 2013. |
| CUSIP No. 36227K205 | 13G | Page 4 of 6 Pages |
ITEM 1 (a) NAME OF ISSUER:
GSE Systems, Inc.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
6940 Columbia Gateway Drive, Suite 470, Columbia, MD 21045
ITEM 2 (a) NAME OF PERSON FILING:
The statement is filed on behalf of Jonathan Honig and Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 (collectively, the “Reporting Persons”). Jonathan Honig is the husband of Elizabeth Honig, who is the sole trustee and beneficial owner of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013. Jonathan Honig and Elizabeth Honig share voting and dispositive power of the Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013, but Jonathan Honig disclaims beneficial ownership of the shares of common stock held by Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013.
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
5825 Windsor Court, Boca Raton, FL 33496
ITEM 2 (c) CITIZENSHIP:
Jonathan Honig is a citizen of the United States. Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 is organized in the State of Florida.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
ITEM 2 (e) CUSIP NUMBER: 36227K205
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B):
Not applicable
ITEM 4 OWNERSHIP
The information required by Items 4(a) – (c) is set forth in rows (5) – (11) of the cover page for each of the Reporting Persons hereto, including footnotes, and is incorporated herein by reference for the Reporting Persons. The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on a total of 3,034,139 shares of Common Stock outstanding of the Issuer as of December 31, 2023. The information set forth in Rows (5) – (11) of the cover page for each of the Reporting Persons hereto is made as of February 21, 2024.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
| CUSIP No. 36227K205 | 13G | Page 5 of 6 Pages |
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Jonathan Honig is an individual who is a citizen of the United States. Elizabeth Honig TR FBO Elizabeth Honig Lifetime Trust UA July 9, 2013 is organized in the State of Florida.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
| CUSIP No. 36227K205 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| April 5, 2024 | |
| (Date) | |
| /s/ Jonathan Honig | |
| (Signature) | |
| Jonathan Honig, Individually | |
| (Name/Title) | |
| /s/ Elizabeth Honig | |
| (Signature) | |
| Elizabeth Honig | |
| Trustee of Elizabeth Honig TR FBO Elizabeth Honig | |
| Lifetime Trust UA July 9, 2013 | |
| (Name/Title) |