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CUSIP
No. 36191C205
13G
(Amendment
No. 1)
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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: 1,390,786
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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: 1,390,786
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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: 1,390,786
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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): 4.17%*
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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. (the “Issuer”)
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Item
1(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)
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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: 1,390,786
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(b)
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Percent
of class: 4.17%
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote: 1,390,786
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: 1,390,786
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
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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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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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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
14, 2011
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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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