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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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CUSIP No. 44980X 10 9
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1.
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Names of Reporting Persons
Dr. Valentin P. Gapontsev
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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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
United States of America and Russian Federation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
1,827,931 (See Item 4)
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6.
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Shared Voting Power
7,354,002 (See Item 4)
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7.
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Sole Dispositive Power
1,827,931 (See Item 4)
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8.
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Shared Dispositive Power
7,354,002 (See Item 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,181,933 (See Item 4)
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10.
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Check 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)
19.31% (See Item 4)
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12.
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Type of Reporting Person
IN
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TABLE OF CONTENTS
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Item 1
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Item 2
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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:
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Item 4. Ownership
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Item 5. Ownership of Five Percent or Less of a Class
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Item 7. 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. Identification and Classification of Members of the Group
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Item 9. Notice of Dissolution of Group
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Item 10. Certification
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SIGNATURE
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Item 1.
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(a)
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Name of Issuer
IPG Photonics Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
50 Old Webster Road
Oxford, Massachusetts 01540
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Item 2.
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(a)
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Name of Person Filing
Dr. Valentin P. Gapontsev
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(b)
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Address of Principal Business Office or, if none, Residence
50 Old Webster Road
Oxford, Massachusetts 01540
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(c)
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Citizenship
United States of America and Russian Federation
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(d)
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Title of Class of Securities
Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number
44980X 10 9
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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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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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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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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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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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A savings associations 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 of 1940 (15 U.S.C. 80a-3);
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(j)
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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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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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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.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
9,181,933 (1)
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(b)
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Percent of class:
19.31% (1)(2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
1,827,931
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(ii)
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Shared power to vote or to direct the vote
7,354,002 (1)
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(iii)
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Sole power to dispose or to direct the disposition of
1,827,931
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(iv)
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Shared power to dispose or to direct the disposition of
7,354,002 (1)
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(1)Includes 7,354,002 shares held of record by IP Fibre Devices (UK) Ltd. (“IPFD”), of which the Reporting Person is the sole managing director. The Reporting Person has a 5% 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 47,541,070 shares of Common Stock of IPG Photonics Corporation outstanding as of November 3, 2011.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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.
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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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Not applicable.
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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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Not applicable.
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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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Certification
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Not applicable.
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January 10, 2012
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Date
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/s/ Valentin P. Gapontsev
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Signature
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Dr. Valentin P. Gapontsev
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Name/Title
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