SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)*
GP Strategies Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36225V104
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] 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 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).
CUSIP NO. 36225V104
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(1) NAMES OF REPORTING PERSONS
Pembroke Management, LTD
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Canada
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NUMBER OF (5) SOLE VOTING POWER 1,036,898
SHARES ---------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 1,036,898
REPORTING ---------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER 0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,898
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.09%
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(12) TYPE OF REPORTING PERSON
IA
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Item 1.
(a) Name of Issuer:
GP Strategies Corporation
(b) Address of Issuer's Principal Executive Offices:
70 Corporate Center 11000 Broken Land Parkway, Suite 200 Columbia, MD
21044
Item 2.
(a) Name of Person Filing:
Pembroke Management, LTD
(b) Address of Principal Business Office or, if None, Residence:
1002 Sherbrooke Street West, Suite 1700, Montreal, Quebec H3A 354
(c) Citizenship: Canada
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 36225V104
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) [ x ] 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.
(a) Amount beneficially owned: 1,036,898
(b) Percent of class: 6.09%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,036,898
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,036,898
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Clients of
Pembroke Management, LTD
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the common stock
reported as beneficially owned by
Pembroke Management, LTD
No client beneficially owns more than 5% of the issuer's common stock.
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
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 that 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.
Filer
Pembroke Management, LTD
By:
/s/ Michael McLaughlin
Name:
Michael McLaughlin
Title:
Partner
Date:
February 8, 2016