IPG PHOTONICS CORP — Major Shareholding Notification 2010

Feb 11, 2010

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13G |

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO

RULES 13-d-1(b), (c) AND (d) AND AMENDMENTS FILED PURSUANT TO RULE 13d-2

(Amendment No. 3)*

IPG Photonics Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

44980X 10 9

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| o | Rule
13d-1(c) |
| x | 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 (“Act”) 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. 44980X 10 9 — 1. | Names
of Reporting Persons Dr.
Valentin P. Gapontsev | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization United
States of America and Russian Federation | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With: | 5. | Sole
Voting Power 11,102,931
(See Item 4) |
| | 6. | Shared
Voting Power 8,004,002
(See Item 4) |
| | 7. | Sole
Dispositive Power 11,102,931
(See Item 4) |
| | 8. | Shared
Dispositive Power 8,004,002
(See Item 4) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 19,106,933
(See Item 4) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 41.8%
(See Item 4) | |
| 12. | Type
of Reporting Person IN | |

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| TABLE
OF CONTENTS |
| --- |
| Item
1 |
| Item
2 |
| Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a: |
| Item
4. Ownership |
| Item
5. Ownership of Five Percent or Less of a Class |
| Item
6. Ownership of More than Five Percent on Behalf of Another
Person |
| Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person |
| Item
8. Identification and Classification of Members of the
Group |
| Item
9. Notice of Dissolution of Group |
| Item
10. Certification |
| SIGNATURE |

| Item
1. | (a) | Name
of Issuer IPG
Photonics Corporation | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 50
Old Webster Road Oxford,
Massachusetts 01540 | |
| Item
2. | | | |
| | (a) | Name
of Person Filing Dr.
Valentin P. Gapontsev | |
| | (b) | Address
of Principal Business Office or, if none, Residence 50
Old Webster Road Oxford,
Massachusetts 01540 | |
| | (c) | Citizenship United
States of America and Russian Federation | |
| | (d) | Title
of Class of Securities Common
Stock, par value $0.0001 per share | |
| | (e) | CUSIP
Number 44980X
10 9 | |
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o); |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c); |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c); |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8); |
| | (e) | o | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J); |
| | (k) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| | If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify type of institution:
___. | | |

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| Item
4. | Ownership | | |
| --- | --- | --- | --- |
| Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1. | | | |
| | (a) | Amount
beneficially owned: 19,106,933
(1) | |
| | (b) | Percent
of class: 41.8%
(1)(2) | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote 11,102,931
(1) |
| | | (ii) | Shared
power to vote or to direct the vote 8,004,002
(1) |
| | | (iii) | Sole
power to dispose or to direct the disposition of 11,102,931
(1) |
| | | (iv) | Shared
power to dispose or to direct the disposition of 8,004,002
(1) |
| (1)Includes
8,004,002 shares held of record by IP Fibre Devices (UK) Ltd. (“IPFD”), of
which the Reporting Person is the managing director. The
Reporting Person has a 53% economic interest in IPFD and has voting and
investment power with respect to the shares held of record by
IPFD. The reporting person disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest therein, and
the inclusion of these shares in this report shall not be deemed an
admission of the beneficial ownership of all the reported shares for
purposes of the Securities Exchange Act of 1934, as amended, or for any
other purpose. (2)Based
on 45,688,249 shares of Common Stock of IPG Photonics Corporation
outstanding as of November 2, 2009. | | | |
| 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 o . | | | |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person | | |
| Not
applicable. | | | |
| 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 | | |
| Not
applicable. | | | |

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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.

| February
8, 2010 |
| --- |
| Date |
| /s/
Valentin P. Gapontsev |
| Signature |
| Dr.
Valentin P. Gapontsev |
| Name/Title |

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