NOVANTA INC — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GSI GROUP INC (GSIG)
CIK: 0001076930
Period of Report: 2012-03-09

Reporting Person: Buckley Robert (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-09	Common Stock	M	16666	—	Acquired	41348	Direct
2012-03-09	Common Stock	S	5428	$11.29	Acquired	35920	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-09	Restricted Stock Units	$	M	16666	Disposed		Common Stock (16666)	Direct

Footnotes

F1: The sale to pay withholding taxes reported in this Form 4 was effectuated pursuant to a Rule 10b5-1 Trading Instruction adopted by the reporting person on November 28, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.20 to $11.35, inclusive. The reporting person undertakes to provide GSI Group Inc., any security holder of GSI Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: Each Restricted Stock Unit represents the right to receive one GSI Group Inc. common share upon vesting of such Restricted Stock Unit.

F4: The Restricted Stock Units reported on this Form 4 vested on March 9, 2012.