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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
11,695,241
(See Item 4)
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6.
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Shared
Voting Power
8,004,002
(See Item 4)
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7.
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Sole
Dispositive Power
11,695,241
(See Item 4)
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8.
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Shared
Dispositive Power
8,004,002
(See Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
19,699,243
(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)
43.8%
(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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o
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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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o
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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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o
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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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o
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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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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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o
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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 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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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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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:
19,699,243
(1)
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(b)
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Percent
of class:
43.8%
(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
11,695,241
(1)
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(ii)
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Shared
power to vote or to direct the vote
8,004,002
(1)
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(iii)
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Sole
power to dispose or to direct the disposition of
11,695,241
(1)
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(iv)
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Shared
power to dispose or to direct the disposition of
8,004,002
(1)
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(1)Includes
8,004,002 shares held of record by IP Fibre Devices (UK) Ltd. (“IPFD”), of
which the Reporting Person is the managing director. The
Reporting Person has a 53% 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 44,965,960 shares of Common Stock of IPG Photonics Corporation
outstanding as of December
31,
2008.
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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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February
10, 2009
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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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