ipgsch13gipfd.htm
 
 
 


 
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C. 20549
  
 
SCHEDULE 13G
  

(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO
RULES 13-d-1(b), (c) AND (d) AND AMENDMENTS FILED PURSUANT TO RULE 13d-2
(Amendment No. 2)*

IPG Photonics Corporation
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

44980X 10 9
(CUSIP Number)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


CUSIP No.  44980X 10 9
 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
IP Fibre Devices (UK) Ltd.
 
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
o
   
(b)
x
 
 
3.
SEC Use Only
 
 
 
4.
Citizenship or Place of Organization
 
United Kingdom
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power
0
 
6.
Shared Voting Power
8,004,002 (See Item 4)
 
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
8,004,002 (See Item 4)
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
8,004,002 (See Item 4)
 
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o
 
 
 
11.
Percent of Class Represented by Amount in Row (9)
 
17.80% (See Item 4)
 
 
12.
Type of Reporting Person
 
CO


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Item 1.
 
(a)
Name of Issuer
 
IPG Photonics Corporation
 
(b)
Address of Issuer’s Principal Executive Offices
 
50 Old Webster Road
Oxford, Massachusetts 01540
 
Item 2.
 
(a)
Name of Person Filing
 
IP Fibre Devices (UK) Ltd.
 
(b)
Address of Principal Business Office or, if none, Residence
 
c/o IPG Photonics Corporation
50 Old Webster Road
Oxford, Massachusetts 01540
 
(c)
Citizenship
 
United Kingdom
 
(d)
Title of Class of Securities
 
Common Stock, par value $0.0001 per share
 
(e)
CUSIP Number
 
44980X 10 9
 
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:
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
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);
 
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
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.
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:
8,004,002 (1)
 
(b)
Percent of class:
17.80% (1)(2)
 
(c)
Number of shares as to which the person has:
   
(i)
Sole power to vote or to direct the vote
0
   
(ii)
Shared power to vote or to direct the vote
8,004,002 (1)
   
(iii)
Sole power to dispose or to direct the disposition of
0
   
(iv)
Shared power to dispose or to direct the disposition of
8,004,002 (1)
(1)Dr. Valentin P. Gapontsev is the managing director of, and has a 53% economic interest in, the Reporting Person.  Dr. Gapontsev has voting and investment power with respect to these shares. Dr. Gapontsev disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
 
(2)Based on 44,965,960 shares of Common Stock of IPG Photonics Corporation outstanding as of December 31, 2008.
Item 5.
Ownership of Five Percent or Less of a Class
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.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
Not applicable.
 
Item 9.
Notice of Dissolution of Group
Not applicable.
 
Item 10.
Certification
Not applicable.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
February 10, 2009
 
Date
   
 
IP FIBRE DEVICES (UK) LTD.
 
 
By:
 
 
 /s/ Valentin P. Gapontsev
 
Name: Valentin P. Gapontsev
Title: Managing Director
   


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