NOVANTA INC — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GSI GROUP INC (GSIGQ)
CIK: 0001076930
Period of Report: 2011-03-02

Reporting Person: Heiland K. Peter (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Stock	J	97961	—	Acquired	1694863	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1449275.34	Indirect

Footnotes

F1: Represents shares of common stock reported by GSI Group Inc. (the "Company") to have been released from an escrow equal to 6.165% of the outstanding shares of common stock established pursuant to the Final Fourth Modified Joint Chapter 11 Plan of Reorganization for MES International Inc. ("MES"), 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"), when the Plan became effective and the Debtors emerged from Chapter 11 protection. JEC II Associates, LLC ("JEC") has not received the shares as of the time of this filing, but expects to in the near future.

F2: Reflects shares held directly by JEC and indirectly by Mr. Heiland following a reverse split of the Company's common shares at a 1-for-3 ratio. Mr. Heiland is a manager of JEC. Mr. Heiland disclaims beneficial ownership in the securities, except to the extent of his indirect pecuniary interest therein.

F3: Shares are held directly by Heidi S. Shippell-Heiland 2008 Irrevocable Trust and K. Peter Heiland 2008 Irrevocable Trust (the "Trusts"). Mr. Heiland and his wife, Heidi Shippell-Heiland, are beneficiaries of the Trusts. As a result, Mr. Heiland may be deemed to be the beneficial owner of the shares held by the Trusts. Mr. Heiland disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.