SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

[RULE 13d-101]

(Amendment No. 4)¹

GSI Group Inc.

(Name of Issuer)

Common Shares

(Title and Class of Securities)

3622U102

(CUSIP Number)

Christopher J. Hewitt, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 19, 2009

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 12 Pages)

¹   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 disclosures provided in a prior cover page.

     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 (the “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. 3622U102  13D Page 2   of  12 Pages 

1	NAME OF REPORTING PERSONS Stephen W. Bershad
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			5,208,088
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,208,088
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,208,088
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.94%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 3622U102  13D Page 3   of  12 Pages 

1	NAME OF REPORTING PERSONS Robert G. Deuster
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			5,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,000
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.01%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 3622U102  13D Page 4   of  12 Pages 

1	NAME OF REPORTING PERSONS R. Douglas Norby
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 3622U102  13D Page 5   of  12 Pages 

1	NAME OF REPORTING PERSONS Robert G. Stevens
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 3622U102  13D Page 6   of  12 Pages 

1	NAME OF REPORTING PERSONS Eliot M. Fried
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 3622U102  13D Page 7   of  12 Pages 

               This Amendment No. 4 relates to the Schedule 13D that was originally filed on February 4, 2009 (as amended, the “Schedule 13D”), relating to the common shares, no par value (the “Shares”), of GSI Group Inc. (the “Company”). Terms defined in the Schedule 13D are used herein with the same meaning.

               Items 2, 3, 4, 5 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 2. Identity and Background.

               This Amendment No. 4 is being filed on behalf of Stephen W. Bershad, Robert G. Deuster, R. Douglas Norby, Robert G. Stevens, and Eliot M. Fried (the “Reporting Persons”). The principal business address of each Reporting Person is P.O. Box 31100 Santa Fe, NM 87594.

               Mr. Bershad was the Chief Executive Officer and former Chairman of the Board of Directors of Axsys Technologies, Inc. from 1986 until September 2009, when Axsys was bought by an affiliate of General Dynamics Corporation. Axsys designs and manufactures precision optical solutions for defense, aerospace, homeland security and high performance commercial applications. Mr. Bershad purchased the shares reported in this statement in his personal capacity, and not in any business capacity. Mr. Bershad has sole power to vote and dispose of his shares. Mr. Bershad is a nominee for the Board of Directors of the Company (the “Board”).

               Mr. Deuster was the CEO of Newport Corporation, a laser, optical and motion control products company, from May 1996 to October 2007. From June 1997 until October 2007, he also served as Chairman of the Board of Newport Corporation. Mr. Deuster purchased the shares reported in this statement in his personal capacity, and not in any business capacity. Mr. Deuster has sole power to vote and dispose of his shares. Mr. Deuster is a nominee for the Board.

               Mr. Norby was Senior Vice President and Chief Financial Officer of Tessera Technologies, Inc., a semiconductor intellectual property licensing company, from July 2003 to January 2006. He continued as a consultant for Tessera from January 2006 to July 2006. Mr. Norby is a nominee for the Board.

               Mr. Stevens is the President of Growth Insight, Inc., a strategic planning and corporate development consulting firm, since 2002. Mr. Stevens is a nominee for the Board.

               Mr. Fried was a Managing Director in Corporate Finance at Lehman Brothers Inc. for more than five years prior to his retirement in February 2000. Mr. Fried is a nominee for the Board.

               None of the Reporting Persons have, during the last five years: (a) been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of the Reporting Persons is a citizen of the United States of America.

CUSIP No. 3622U102  13D Page 8   of  12 Pages 

Item 3. Source and Amount of Funds or Other Consideration.

               Mr. Bershad used personal funds for the Shares reported in this statement. Mr. Deuster used personal funds for the Shares reported in this statement. Neither Mr. Bershad nor Mr. Deuster borrowed funds or other consideration to purchase their respective shares.

Item 4. Purpose of Transaction.

               On November 19, 2009, the Reporting Persons filed with the United States Securities and Exchange Commission (the “SEC”) a Preliminary Proxy Statement on Form 14A in connection with the shareholders meeting (the “Special Meeting”) he requested on November 9, 2009, to elect directors. The Reporting Persons are soliciting votes from the Company’s shareholders to elect Stephen W. Bershad, Robert G. Deuster, R. Douglas Norby, Robert G. Stevens, and Eliot M. Fried as directors of the Company at the Special Meeting. Each nominee, if elected, would hold office until the next annual meeting of shareholders and until a successor has been duly elected and qualified, or as otherwise provided by the Company’s By-Law or by New Brunswick law. A copy of the Preliminary Proxy Statement is available on the SEC website on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers and others that file electronically with the SEC may be obtained free of charge.

               On November 20, 2009, Mr. Bershad sent a letter to the Company requesting a list of shareholders of the Company under Section 19 of the Business Corporations Act (New Brunswick), which is attached hereto as Exhibit 3 and incorporated herein by reference.

               Each Reporting Person intends to review his investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the Company’s financial position and strategic direction, the outcome of discussions with the Board and management, the outcome of the Special Meeting, actions taken by the Board, shareholders and bondholders, other investment opportunities available to the Reporting Persons, price levels of the Shares, and conditions in the securities markets and the economy in general, the Reporting Persons may in the future acquire additional Shares or dispose of some or all of the Shares beneficially owned by them, or take any other actions with respect to his investment in the Company permitted by law, including changing his investment intent with respect to such Shares and including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

               (a)-(b). Mr. Bershad has the sole power to vote and dispose of 5,208,088 Shares. Mr. Bershad is record owner of 5,208,088 Shares, which constitute approximately 10.94% of the Shares outstanding as of October 23, 2008. Mr. Deuster has sole power to vote and dispose of 5,000 Shares. Mr. Deuster is record owner of 5,000 Shares, which constitute approximately 0.01% of the Shares.

               (c). In the last sixty days, Mr. Deuster purchased Shares through the Pink Quote system in the amounts and for the prices set forth on Schedule I hereto.

CUSIP No. 3622U102  13D Page 9   of  12 Pages 

Item 7. Material to be Filed as Exhibits.

Exhibit 3 Letter to the Company, dated November 20, 2009.

CUSIP No. 3622U102  13D Page 10   of  12 Pages 

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.

Date: November 20, 2009

/s/ Stephen W. Bershad  

Stephen W. Bershad 

/s/ Robert G. Deuster  

Robert G. Deuster 

/s/ R. Douglas Norby  

R. Douglas Norby 

/s/ Robert G. Stevens  

Robert G. Stevens 

/s/ Eliot M. Fried  

Eliot M. Fried 

CUSIP No. 3622U102  13D Page 11   of  12 Pages 

EXHIBIT INDEX

Exhibit 3 Letter to the Company, dated November 20, 2009.

CUSIP No. 3622U102  13D Page 12   of  12 Pages 

Schedule I

MR. DEUSTER’S TRANSACTIONS WITHIN THE PAST 60 DAYS

          The following table sets forth all transactions with respect to Shares effected by Mr. Deuster within the last 60 days. Such transactions were effected in the open market.

DATE	AMOUNT	PRICE PER SHARE
11/05/2009	5,000	$0.615

EX-3

Exhibit 3

Stephen W. Bershad

November 20, 2009

VIA FACSIMILE AND OVERNIGHT DELIVERY

GSI Group Inc.
125 Middlesex Turnpike
Bedford, Massachusetts 01730
Attn: Corporate Secretary

Re: Inspection of Books and Records

Dear Sir or Madam:

     I am the holder of record of 5,208,088 shares (the “Shares”) of common shares, no par value (the “Common Shares”), of GSI Group Inc., a New Brunswick corporation (the “Company”).

     On November 9, 2009, I delivered a Requisition of Meeting of Shareholders pursuant to the Business Corporations Act (New Brunswick) (the “Act”) and the Company’s By-law, requesting the Board call a meeting of shareholders for the purpose of electing directors (the “Special Meeting”).

     As the record owner of the Shares, I hereby demand, pursuant to Section 19 of the Act, during the usual hours for business, to inspect the following books, records and documents of the Company and to make copies or extracts therefrom:

     (a) a complete, alphabetically arranged list of the Company’s Shareholders of record, certified by its transfer agent(s) and/or registrar(s), showing the name, address and number of shares registered in the name of each such shareholder;

     (b) a magnetic computer tape list of the holders of the Common Shares, showing the name, address and number of shares registered in the name of each such holder, such computer processing data as is necessary for me to make use of such magnetic computer tape, and a hard copy printout of such magnetic computer tape for verification purposes;

     (c) all daily transfer sheets now or hereafter in the Company’s or its transfer agent’s possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their nominees, showing the changes in the list of shareholders of the Company referred to in item (a) above from the date hereof through the Record Date (as defined below);

     (d) all information and listings now or hereinafter in the Company’s or its transfer agent’s possession or control, or which can reasonably be obtained from nominees of any central certificate depository systems or their nominees, brokers, dealers, banks, respondent banks, clearing agencies, voting trusts and their nominees or other nominees, concerning the number, identity of, and shares held by the actual beneficial owners of the Common Shares, including, without limitation, banks, brokers, dealers and other financial institutions who own Common Shares for their own or their customers account, any holdings in the respective names of Cede & Co. and other similar depositories or nominees as well as any material request list provided by Broadridge Financial Solutions Inc., any omnibus proxies issued by such entities and all DTC Participant listings, and all such listings or other information which is in electronic form shall be provided to the undersigned or its agents simultaneously with the time it is made available to the Company or its agents, further, if the Company or its agents is authorized to have online access to the depository trust company security position listings then Georgeson, Inc., as my agent, shall be given equivalent access;

     (e) all information now or hereinafter in the Company’s possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their nominees, relating to the names of the non-objecting beneficial owners of the Common Shares (commonly referred to as a “NOBO” list) whose shares are held by brokers, dealers, banks, clearing agencies, voting trustees or their nominees in the format of a magnetic computer tape or cartridge file of such owners showing the name address and number of shares registered in the name of each such owner in descending balance order, such computer processing data as is necessary for me to make use of such magnetic computer tape or cartridge, and a hard copy printout of such magnetic computer tape or cartridge for verification purposes (such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 and/or Rule 14b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”));

     (f) all “respondent bank” lists and omnibus proxies for such lists, pursuant to Rule 14b-2 of the Exchange Act;

     (g) a list of shareholders of the Company who are participants in any Company employee stock ownership, stock purchase, stock option, retirement, 401(k), restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan in which voting of Common Shares under the plan is controlled, directly or indirectly, individually or collectively, by such plan’s participants, showing (i) the name and address of each such participant, (ii) the number of shares of Common Shares attributable to each such participant in any such plan, and (iii) the method by which I or my agents may communicate with each such participant; and

     (h) a correct and complete copy of the bylaws of the Company, as in effect now and as amended from time to time, and any rules and regulations of the Company regarding the nomination and election of directors, shareholder proposals and the conduct of the Company’s meeting of shareholders.

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     Each item is requested to be complete and correct as of the date delivered to me as well as any record date established, or to be established, for the upcoming Special Meeting or any other record date that may be established for any other meeting of shareholder in lieu thereof, or any postponement or adjournment thereof (the “Record Date”). In addition, I demand that modifications, additions and deletions to any and all information referred to in items (a) through (h) above be furnished to me as soon as such modifications, additions and deletions become available to the Company or its agents or representatives.

     The purpose of this demand is to enable me to communicate with the Company’s shareholders in connection with the election of directors at the Special Meeting and any other matters that may properly come before such meeting.

     I hereby designate and authorize Georgeson, Inc. and its partners, employees, agents and any other persons to be designated by them, acting singly or in any combination, to act as its agents and conduct the inspection and copying herein requested on our behalf. Please advise William P. Fiske (telephone (212) 440-9128) of Georgeson, Inc. as to when and where the items demanded above will be available. It is requested that the information identified above be made available as soon as it is available to the Company and, in any event, no later than November 30, 2009.

Very truly yours,
By:	/s/ Stephen W. Bershad
	Stephen W. Bershad

cc: Christopher Hewitt, Esq.
Jones Day

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