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GSI Group Inc.
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(Name
of Issuer)
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Common Stock
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(Title
of Class of Securities)
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36229U102
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(CUSIP
Number)
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January 22, 2010
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(Date
of Event Which Requires Filing of This
Statement)
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CUSIP
No. 36229U102
13G
(Amendment
No. __)
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1
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Name
of Reporting Person:
Mittleman
Brothers, LLC
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2
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Check
the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization
New
York, USA
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Number
of
Shares
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5
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Sole
Voting Power: 2,742,317
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Beneficially
Owned
By
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6
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Shared
Voting Power: 0
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Each
Reporting
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7
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Sole
Dispositive Power: 2,742,317
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Person
With
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8
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Shared
Dispositive Power: 0
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 2,742,317
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10
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares o
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11
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Percent
of Class Represented by Amount in Row (9): 5.76%
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12
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Type
of Reporting Person: HC
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Item
1(a).
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Name
of Issuer:
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GSI
Group Inc.
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Item1(b).
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Address
of Issuer's Principal Executive
Offices:
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Item
2(a).
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Name
of Person Filing:
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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Item
2(c).
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Citizenship:
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Item
2(d).
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Title
of Class of Securities:
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Item
2(e).
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CUSIP
Number:
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Item
3.
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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:
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(a)
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o
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C.
78o);
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(b)
|
o
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Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c);
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(c)
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o
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Insurance
Company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C.
78c);
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(d)
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o
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Investment
Company registered under Section 8 of the Investment Company Act 15 U.S.C.
80a-8);
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(e)
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o
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F),
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(g)
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x
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A
parent holding company or control person, in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
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(j)
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o
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned: 2,742,317
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(b)
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Percent
of class: 5.76%
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Mittleman
Brothers has the sole power to vote or direct the vote of, and sole power
to dispose or direct the disposition of the 2,542,317 shares owned by
the investment management clients of MIM and the 200,000 shares owned
by Mittleman Master Fund, but the investment management clients
of MIM and the limited partners of Mittleman Master Fund own such shares
and have the right to receive or power to direct the receipt of
dividends from, and the proceeds from the sale of, the shares of the
issuer.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
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Certifications.
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February 1, 2010
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(Date)
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/s/ Christopher P.
Mittleman
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(Signature)
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Christopher P. Mittleman / Managing
Partner
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(Name
and
Title)
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