SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )
GSE Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
36227K106
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(CUSIP Number)
January 1, 2008
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(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)
CUSIP No. 36227K106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peninsula Capital Management, LP (1)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
870,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
870,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.56%
12. TYPE OF REPORTING PERSON
PN
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(1) Peninsula Capital Management, LP may be deemed to be the beneficial owner
of such securities by virtue of its role as the investment manager of the
investment fund which owns such securities.
CUSIP No. 36227K106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peninsula Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
800,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
800,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.11%
12. TYPE OF REPORTING PERSON*
CO
CUSIP No. 36227K106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scott Bedford (2)
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
0
6. SHARED VOTING POWER
870,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
870,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.56%
12. TYPE OF REPORTING PERSON
IN
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(2) Mr. Bedford may be deemed to be the beneficial owner of the securities
reported herein by virtue of his role as President of Peninsula Capital
Management, Inc., which is Peninsula Capital Management, LP's general
partner.
CUSIP No. 36227K106
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Item 1(a). Name of Issuer:
GSE Systems, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
7133 Rutherford Road, Suite 200
Baltimore, Maryland 21244
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Item 2(a). Name of Person Filing:
Peninsula Capital Management, LP
Peninsula Master Fund, Ltd.
Scott Bedford
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Peninsula Capital Management, LP
235 Pine Street, Suite 1600
San Francisco, CA 94104
Peninsula Master Fund, Ltd.
c/o Peninsula Capital Management, LP
235 Pine Street, Suite 1600
San Francisco, CA 94104
Scott Bedford
c/o Peninsula Capital Management, LP
235 Pine Street, Suite 1600
San Francisco, CA 94104
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Item 2(c). Citizenship:
Peninsula Capital Management, LP - California limited partnership
Peninsula Master Fund, Ltd. - Cayman Islands exempted company
Scott Bedford - United States citizen
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Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
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Item 2(e). CUSIP Number:
36227K106
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(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;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Peninsula Capital Management, LP - 870,000 shares
Peninsula Master Fund, Ltd. - 800,000 shares
Scott Bedford - 870,000 shares
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(b) Percent of class:
Peninsula Capital Management, LP - 5.56%
Peninsula Master Fund, Ltd. - 5.11%
Scott Bedford - 5.56%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Peninsula Capital Management, LP - 0
Peninsula Master Fund, Ltd. - 0
Scott Bedford - 0
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(ii) Shared power to vote or to direct the vote
Peninsula Capital Management, LP - 870,000
Peninsula Master Fund, Ltd. - 800,000
Scott Bedford - 870,000
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(iii) Sole power to dispose or to direct the
Peninsula Capital Management, LP - 0
Peninsula Master Fund, Ltd. - 0
Scott Bedford - 0
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(iv) Shared power to dispose or to direct the disposition of
Peninsula Capital Management, LP - 870,000 Peninsula Master
Fund, Ltd. - 800,000
Scott Bedford - 870,000
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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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
By signing below the Reporting Person certifies that, to the best of his
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 purpose 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.
May 23, 2008
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(Date)
PENINSULA CAPITAL MANAGEMENT, LP *
By: /s/ Scott Bedford
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Name: Scott Bedford
Title: Principal
PENINSULA MASTER FUND, LTD. *
By: PENINSULA CAPITAL MANAGEMENT, LP
Its investment manager
By: /s/ Scott Bedford
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Name: Scott Bedford
Title: Principal
/s/ Scott Bedford
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SCOTT BEDFORD *
* The Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated May 23, 2008 relating
to the Common Stock $0.01 par value of GSE Systems, Inc. shall be filed on
behalf of the undersigned.
PENINSULA CAPITAL MANAGEMENT, LP
By: /s/ Scott Bedford
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Name: Scott Bedford
Title: Principal
PENINSULA MASTER FUND, LTD.
By: PENINSULA CAPITAL MANAGEMENT, LP
Its investment manager
By: /s/ Scott Bedford
-----------------
Name: Scott Bedford
Title: Principal
/s/ Scott Bedford
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SCOTT BEDFORD
SK 03847 0004 885792