Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)*
Under the Securities Exchange Act of 1934
GSI Group Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
36191C205
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(CUSIP Number)
James E. Dawson, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd, Boston, MA 02210
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 16, 2012
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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. 36191C205 | SCHEDULE 13D/A | Page 2 of 6 Pages |
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(1) Names of reporting persons JEC II Associates, LLC
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(2) Check the appropriate box if a member of a group (see instructions) (a) (b) | |
| (3) SEC use only | |
| (4) Source of funds (see instructions) WC/OO | |
| (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |
|
(6) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power: 0 |
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(8) Shared voting power: 0 | |
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(9) Sole dispositive power: 0 | |
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(10) Shared dispositive power: 0 | |
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(11) Aggregate amount beneficially owned by each reporting person: 0 | |
| (12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
|
(13) Percent of class represented by amount in Row 9: 0% | |
|
(14) Type of reporting person (see instructions): CO | |
| CUSIP No. 36191C205 | SCHEDULE 13D/A | Page 3 of 6 Pages |
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(1) Names of reporting persons K. Peter Heiland
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(2) Check the appropriate box if a member of a group (see instructions) (a) (b) | |
| (3) SEC use only | |
| (4) Source of funds (see instructions) WC/OO | |
| (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |
|
(6) Citizenship or place of organization Germany
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Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power: 23,594 |
|
(8) Shared voting power: 0 | |
|
(9) Sole dispositive power: 23,594 | |
|
(10) Shared dispositive power: 0 | |
|
(11) Aggregate amount beneficially owned by each reporting person: 23,594 | |
| (12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
|
(13) Percent of class represented by amount in Row 9: 0% | |
|
(14) Type of reporting person (see instructions): IN | |
| CUSIP No. 36191C205 | SCHEDULE 13D/A | Page 4 of 6 Pages |
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(1) Names of reporting persons Heidi S. Shippell-Heiland
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(2) Check the appropriate box if a member of a group (see instructions) (a) (b) | |
| (3) SEC use only | |
| (4) Source of funds (see instructions) WC/OO | |
| (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |
|
(6) Citizenship or place of organization United States
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|
Number of shares beneficially owned by each reporting person with: |
(7) Sole voting power: 0 |
|
(8) Shared voting power: 0 | |
|
(9) Sole dispositive power: 0 | |
|
(10) Shared dispositive power: 0 | |
|
(11) Aggregate amount beneficially owned by each reporting person: 0 | |
| (12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
|
(13) Percent of class represented by amount in Row 9: 0% | |
|
(14) Type of reporting person (see instructions): IN | |
| CUSIP No. 36191C205 | SCHEDULE 13D/A | Page 5 of 6 Pages |
This Amendment No. 7 amends and supplements, as set forth below, the information contained in Item 5 of the Schedule 13D that was originally filed with the Securities and Exchange Commission (the “SEC”) on November 25, 2009, as amended by Amendment No. 1, filed with the SEC on December 22, 2009, further amended by Amendment No. 2, filed with the SEC on December 23, 2009, further amended by Amendment No. 3, filed with the SEC on July 30, 2010, further amended by Amendment No. 4, filed with the SEC on March 8, 2011, further amended by Amendment No. 5, filed with the SEC on March 5, 2012, and further amended by Amendment No. 6 filed with the SEC on March 19, 2012 (the “Schedule 13D”). Except as amended by this Amendment No. 7, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 7. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), and (c) of the Schedule 13D are hereby updated and supplemented as follows:
(a) As of the date hereof, each of JEC and Ms. Shippell-Heiland may be deemed to be the beneficial owner of 0 shares of Common Stock. Mr. Heiland may be deemed to be the beneficial owner of 23,594 shares of Common stock, which represents approximately 0%(1) of the issued and outstanding shares of Common Stock.
(b) (i) As of the date hereof, JEC does not have any power to vote or direct the vote, or any power to dispose or to direct the disposition of any shares of Common Stock.
(ii) As of the date hereof, Mr. Heiland has the sole power to vote or direct the vote, and sole power to dispose or to direct the disposition of 23,594 shares of Common Stock.
(iii) As of the date hereof, Ms. Shippell-Heiland doe s not have any power to vote or direct the vote, or any power to dispose or to direct the disposition of any shares of Common Stock.
(c) JEC, Mr. Heiland and Ms. Shippell-Heiland made the following sales of Common Stock since the most recent filing on Schedule 13D:
| Date | Number of Shares | Price Per Share | Manner of Sale |
| 5/9/12 | 57,600 | $12.50 | Open Market |
| 5/10/12 | 8,000 | $12.43 | Open Market |
| 5/16/12 | 2,748,537 | $11.95 | Open Market |
_______________________________________
(1) Based on 33,634,485shares of Common Stock issued and outstanding as of April 30, 2012.
| CUSIP No. 36191C205 | SCHEDULE 13D/A | Page 6 of 6 Pages |
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.
Dated: May 18, 2012
JEC II Associates, LLC
By: _/s/ K. Peter Heiland*
Name: K. Peter Heiland
Title: Manager
/s/ K. Peter Heiland*
K. Peter Heiland
_/s/ Heidi S. Shippell-Heiland*
Heidi S. Shippell-Heiland
*By: /s/ James E. Dawson
James E. Dawson, as attorney-in-fact