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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights (right to buy) | $ 1.8 | 07/23/2010 | M(3) | 35,938 | 07/07/2010 | 07/23/2010 | Common Stock | 35,938 | $ 1.8 | 35,938 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| POND BYRON O C/O GSI GROUP INC. 125 MIDDLESEX TURNPIKE BEDFORD, MA 01730-1409 |
X | |||
| Byron O. Pond by Anthony J. Bellantouni, Atty-in-Fact | 07/27/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | On July 23, 2010 (the "Effective Date"), the Final Fourth Modified Joint Chapter 11 Plan of Reorganization for MES International Inc. ("MES"), GSI Group Inc. (the "Company") and GSI Group Corporation ("GSI" and, collectively with MES and the Company, the "Debtors"), as confirmed by the United States Bankruptcy Court for the District of Delaware on May 27, 2010 (the "Plan"), became effecgive and the Debtors emerged from Chapter 11 protection. In connection with the Plan, (i) all common shares and vested share rights of the Company that were outstanding prior to the Effective Date (collectively, the "Old Common Shares") were cancelled and (ii) new common shares of the Company, as reorganized ("New Common Shares"), were issued to holders of such Old Common shares under the Final Plan on a one-for-one basis, subject to a 6.165% escrow as contemplated in the Plan. |
| (2) | Includes 14,431 New Common Shares isued in exchange for certain vested share rights of the Company and 30,800 New Common Shares issued in exchange for Old Common Shares held by the Reporting Person. |
| (3) | Pursuant to the rights offering contemplated under the Plan, the Reporting Person elected to subscribe for New Common Shares of the Company at a pruchase price of $1.80 per New Common Share. In connection with such election, the Company issued 35,938 New Common Shares to the Reporting Person on the Effective Date of the Plan. |
| (4) | These shares represented restricted stock grants of the Reporting Person as of the Effective Date prusuant to the Plan in satisfactionof such person's claims for restricted stock or rights to restricted stock against the Debtors. Such shares shall vest in equal one-third installments in each of July 2010, July 2011 and July 2012. To the extent such restricted stock was previously reported by the Reporting Person prior to the Effective Date, the terms and conditions of the resricted stock as reported herein supersede any previously reported terms. |
| (5) | These shares represent restricted stock grants of the Reporting Person as of the Effective Date pursuant to the Plan in satisfaction of such person's claims for restricted stock or rights to restricted stock against the Deb tors. Such shares shall vest on July 24, 2010. To the extent such restricted stock was previously reported by the Reporting Person prior to the Effective Date, the terms and conditions of the restricted stock as reported herein supersede any previously reported terms. |
| (6) | These shares represent restricted stock grants of the Reporting Person as of the Effective Date pursuant to the Plan in satisfaction of such person's claims for restricted stock or rights to resstricted stock against the Debtors. Such shares shall vest on July 28, 2010. to the extent such restricted stock was previously reported by the Reporting person prior to the Effective Date, the terms and conditions of the restricted tock as reported herein supersede any previously reported terms. |
| (7) | These shares represent restricted stock grants of the Reporting Person as of the Effective Date pursuant to the Plan in satisfaction of such person's claims for restricted stock or rights to restricted stock against the Debtors. Such shares shall vest on July 28, 2011. to the extent such restricted stock was previously reported by the Reporting Person prior to the Effective Date, the terms and conditions of the restricted stock as reported herein supersede any previously reported terms. |
| (8) | These shares represent resricted stock grants of the Reporting person as of the Effective Date pursuant to the Plan in satisfaction of such person's claims for restrictged stock or rights to restricted stock against the Debtors. Such shares shall vest in qual one-third installments on each of July 13, 2011, July 13, 2012 and July 13, 2013. To the extgent such restricted stock was previously reported by the Reporting Person prior to the Effective Date, the terms and conditions of the restricted sotck as reported herein supersede any previously reported terms. |