Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Esposito-Mayer Sharon
  2. Issuer Name and Ticker or Trading Symbol
GP STRATEGIES CORP [GPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last)
(First)
(Middle)
GENERAL PHYSICS CORPORATION, 6095 MARSHALEE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2007
(Street)

ELKRIDGE, MD 21075
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/27/2007   M   2,394 A $ 6.47 22,182 D  
Common Stock 06/27/2007   S   2,394 D $ 10.93 19,788 D  
Common Stock               6,697 I GP 401(k) Retirement Savings Plan (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 11.08 06/26/2007   A   70,000     (2) 06/26/2013 Common Stock 70,000 $ 0 70,000 D  
Common Stock (3) $ 6.47 06/27/2007   M     2,394 07/01/2005 07/01/2007 Common Stock 2,394 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Esposito-Mayer Sharon
GENERAL PHYSICS CORPORATION
6095 MARSHALEE DRIVE
ELKRIDGE, MD 21075
      EVP & Chief Financial Officer  

Signatures

 Sharon Esposito-Mayer   06/28/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Based on a plan statement as of March 31, 2007.
(2) Grant of option under the Company's 2003 Incentive Stock Plan, vesting over 5 years: 10% at 1 year after grant; another 15% at 2 years after grant; another 20% at 3 years after grant; another 25% at 4 years after grant and the remaining 30% at 5 years after grant. Subject to forfeiture if documentation required by the Company is not executed by 9/30/2007.
(3) Exercise of option to purchase shares of common stock under the Company's Stock Option Plan.

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