UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No 6)*

GSE SYSTEMS, INC.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
36227K106
(CUSIP Number)
 
December 31, 2010
(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(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

* 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.

 
 

CUSIP No. 36227K106

1
NAME OF REPORTING PERSON
 
JACK SILVER
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
850,000
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
850,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12
TYPE OF REPORTING PERSON
IN
 
 
 

CUSIP No. 36227K106

1
NAME OF REPORTING PERSON
 
SHERLEIGH ASSOCIATES INC. PROFIT SHARING PLAN
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
850,000
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
850,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12
TYPE OF REPORTING PERSON
EP
 
 
 

CUSIP No. 36227K106

Item 1.

 
(a)
Name of Issuer:

GSE Systems, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

1332 Londontown Blvd.,
Suite 200
Sykesville, MD 21784

Item 2.

 
(a)
Name of Person Filing:

Jack Silver
Sherleigh Associates Inc. Profit Sharing Plan

 
(b)
Address of Principal Business Office or, if none, Residence:

80 Columbus Circle PH76A
New York, NY 10023

 
(c)
Citizenship:

United States

 
(d)
Title of Class of Securities:

Common Stock, par value $0.01

 
(e)
CUSIP Number:

36227K106

Item 3.  If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
¨
Broker or Dealer registered under Section 15 of the Act
     
(b)
¨
Bank as defined in section 3(a)(6) of the Act
     
(c)
¨
Insurance Company as defined in section 3(a)(19) of the Act
     
(d)
¨
Investment Company registered under section 8 of the Investment Company Act

 
 

CUSIP No. 36227K106

(e)
¨
Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
     
(f)
¨
Employee Benefit Plan or endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
¨
Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
     
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
     
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

(a) – (c)

As of December 31, 2010, Jack Silver beneficially owned 850,000 shares of Common Stock of GSE Systems, Inc. representing 4.4% of the outstanding Common Stock based on 19,159,855 shares of Common Stock outstanding as reported in the issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2010.  Such shares of Common Stock beneficially owned by Mr. Silver include 850,000 shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee.

Mr. Silver has the sole voting and dispositive power with respect to all 850,000 shares of Common Stock beneficially owned by him.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
  
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 or Control Person.
 
Not applicable.

 
 

CUSIP No. 36227K106

Item 8.  Identification and Classification of Members of the Group.

Not applicable.

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
 
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.

 
February 8, 2011
  
 
Date
  
     
 
/s/ Jack Silver
  
 
Signature
  
     
 
Jack Silver
  
 
Name/Title
  
     
 
Sherleigh Associates Inc. Profit Sharing Plan
     
 
By: 
/s/ Jack Silver
  
 
Name:  Jack Silver
  
 
Title:  Trustee