UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(b)
(Amendment No. 3)*
GSE Systems Inc
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36227K106
(CUSIP Number)
*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).
- 1 -
----- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Benson Associates, LLC
Federal ID No. 91-1797260
----- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [-]
(b) [x]
----- -----------------------------------------------------------------
3 SEC USE ONLY
----- -----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
------------------- ----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,202,051
----- ---------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
----- ---------------------------------------------
OWNED BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING 1,202,051
----- ---------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
-0-
----- -----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,202,051
----- -----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
----- -----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.9%
----- -----------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IA
----- -----------------------------------------------------------------
- 2 -
Item 1(a) Name of Issuer: GSE Systems Inc
Item 1(b) Address of Issuer's Principal Executive Offices:
9189 Red Branch Road
Columbia, Maryland 21045
Item 2(a) Name of Person Filing: Benson Associates, LLC
Item 2(b) Address of Principal Business Office or, if none, Residence:
111 S.W. Fifth Avenue, Suite 2130
Portland, Oregon 97204
Item 2(c) Citizenship: Oregon
Item 2(d) Title of Class of Securities: Common Stock, no par value
Item 2(e) CUSIP Number: 36227K106
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), check whether the person filing is a:
(e) x Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940 --
Item 4 Ownership
The following information is as of December 31, 2001:
(a) Amount Beneficially Owned: 1,202,051
(b) Percent of Class: 20.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,202,051
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition
of: 1,202,051
(iv) Shared power to dispose or to direct the
disposition of: None
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 [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Persons other than Benson Associates LLC have the right to
receive dividends from or the proceeds of the sale of the
listed security. No such right to receive proceeds or
dividends relates to more than 5 percent of the class.
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 the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
- 3 -
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set
forth in this statement is true, complete, and correct.
Benson Associates, LLC hereby disclaims beneficial ownership of the
securities held by it in a fiduciary capacity as set forth in this
Schedule 13G.
February 13, 2002
(Date)
BENSON ASSOCIATES, LLC
By /s/ Mark D. Cooper
Member
ATTENTION: Intentional misstatements or omissions of fact
constitute federal criminal violations (See 18 USC 1001).