NOVANTA INC — Director's Dealing 2011

Feb 15, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GSI GROUP INC (GSIGQ)
CIK: 0001076930
Period of Report: 2010-12-31

Reporting Person: Heiland K. Peter (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-02	Common Stock	G	1449275.34	—	Disposed	1596902	Indirect
2010-08-02	Common Stock	G	1449275.34	—	Acquired	1449275.34	Indirect

Footnotes

F1: Reflects shares held directly by JEC II Associates, LLC ("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.

F2: Reflects shares held indirectly by Mr. Heiland following a reverse split of the Company's common shares at a 1-for-3 ratio.

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.