UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 12)^*

CGI Group Inc.

(Name of Issuer)

Class A Subordinate Shares
(Title of Class of Securities)

39945C109
(CUSIP Number)

December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)

oRule 13d-1(c)

þRule 13d-1(d)

The information required on 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.

Item 1(a). Name of issuer:

     CGI Group Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

     1130 Sherbrooke Street West, 7th Floor, Montréal, Québec, H3A 2M8

Item 2(a). Name of Person Filing:

     Serge Godin

Item 2(b). Address of Principal Offices or, if None, Residence:

     c/o CGI Group, Inc., 1130 Sherbrooke Street West, 7th Floor, Montréal, Québec, H3A 2M8

Item 2(c). Citizenship:

     Canada

Item 2(d). Title of Class of Securities:

     Class A Subordinate Shares

Item 2(e). CUSIP Number:

     39945C109

Item 3.		If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(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;
	(j)	o	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
	(k)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in __ accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

Item 4. Ownership.

     The holdings reported herein are stated as of December 31, 2010. Mr. Godin was the beneficial owner of more than 5% of the issuer’s Class A Subordinate Shares upon the registration of such shares under the Securities Exchange Act of 1934, as amended, effective July 7, 1998.

(a)		Amount beneficially owned:		31,881,432 shares (including 28,577,089 shares issuable upon conversion of 28,577,089 of the issuer’s Class B Shares (multiple voting) and 2,438,980 shares issuable upon the exercise of options exercisable within 60 days of December 31, 2010).
(b)		Percent of class:		12.0%
(c)		Number of shares as to which such person has:
(i)		Sole power to vote or direct the vote:		31,881,432 shares
(ii)		Shared power to vote or direct the vote:		0 shares
(iii)		Sole power to dispose or to direct the disposition of:		3,207,180 shares
(iv)		Shared power to dispose or to direct the disposition of:		28,577,089 shares

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 had ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     The shares identified in Item 4 include shares indirectly beneficially owned in a trust for the benefit of members of Mr. Godin’s family.

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.

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.

		August 17, 2011
		(Date)
		/s/ Serge Godin
		(Signature)
		Serge Godin
		(Name/Title)

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)