Exhibit 4.1


 




	
  

  	
  NUMBER GPX 1973
  COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO AND NEW YORK SHARES
  COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS SEE LEGEND ON REVERSE
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE GP STRATEGIES CORPORATION
  This Certifies that CUSIP 36225V 10 4 is the owner of FULLY-PAID AND
  NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF COMMON STOCK OF
  CERTIFICATE OF STOCK GP Strategies Corporation transferable or the books of
  the Corporation in person or by duly authorized attorney upon surrender of
  this Certificate properly endorsed. This Certificate and the shares
  represented hereby are issued and shall be held subject to all of the
  provisions of the Restated Certificate of Incorporation of the Corporation
  and amendments thereto (copies of which are on file at the office of the
  Corporation), to all of which the holder of this Certificate asserts by
  acceptance hereof. This Certificate is not valid unless countersigned by the
  Transfer Agent and Registrar. Witness the facsimile seal of the Corporation
  and the facsimile signatures of its duly authorized officers. Dated CHIEF
  EXECUTIVE OFFICER GP STRATEGIES CORPORATION CORPORATE SEAL DELAWARE 1959
  COUNTERSIGNED AND REGISTERED: COMPUTERSHARE INVESTOR SERVICES, LLC. TRANSFER
  AGENT AND REGISTRAR AUTHORIZED SIGNATURE BY AMERICAN BANK NOTE COMPANY.
  SECRETARY

  






 















	
  

  	
  The following
  abbreviations, when used in the inscription on the face of this certificate,
  shall be construed as though they were written out in full according to applicable
  laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by
  the entireties JT TEN - as joint tenants with right of survivorship and not
  as tenants in common UNIF GIFT MIN ACT- Custodian  (Cust) (Minor) under Uniform Gifts to Minors
  Act (State) Additional abbreviations may also be used though not in the above
  list. GP STRATEGIES CORPORATION THE CORPORATION WILL FURNISH WITHOUT CHARGE
  TO EACH STOCKHOLDER WHO SO REQUESTS THE DESIGNATIONS, PREFERENCES AND
  RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
  STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS,
  LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST
  MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. For Value Received,
  hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF
  ASSIGNEE) Shares of the capital stock represented by the within Certificate,
  and do hereby irrevocably constitute and appoint Attorney to transfer the
  said stock on the books of the within named Corporation with full power of
  substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
  EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
  Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
  CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
  PROGRAM), PURSUANT TO S.E.C RULE 17Ad-15.