SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GAPONTSEV VALENTIN P

(Last)

(First)

(Middle)

C/O IPG PHOTONICS CORPORATION

50 OLD WEBSTER ROAD

(Street)

OXFORD

01540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IPG PHOTONICS CORP [ IPGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2007		S⁽¹⁾		6,666	D	$19.5⁽²⁾	11,739,343	D
Common Stock	11/23/2007		S⁽¹⁾		7,400	D	$19.52⁽³⁾	8,110,602	I	Through IP Fibre Devices (UK) Ltd.⁽⁶⁾
Common Stock	11/26/2007		S⁽¹⁾		20,000	D	$19.97⁽⁴⁾	11,719,343	D
Common Stock	11/26/2007		S⁽¹⁾		35,600	D	$19.96⁽⁵⁾	8,075,002	I	Through IP Fibre Devices (UK) Ltd.⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 23, 2007.

2. Sales ranged from 19.36 to $19.90 as follows: 100 shares at $19.36; 100 shares at $19.38; 430 shares at $19.40; 270 shares at $19.41; 300 shares at $19.42; 500 shares at $19.44; 700 shares at $19.45; 600 shares at $19.46; 100 shares at $19.47; 500 shares at $19.48; 100 shares at $19.49; 500 shares at $19.50; 366 shares at $19.51; 600 shares at $19.52; 200 shares at $19.53; 200 shares at $19.54; 600 shares at $19.55; 100 shares at $19.58; 100 shares at $19.66; 100 shares at $19.81; 100 shares at $19.88; and 100 shares at $19.90.

3. Sales ranged from $19.40 and $19.88 as follows: 400 shares at $19.40; 361 shares at $19.42; 100 shares at $19.43; 500 shares at $19.44; 761 shares at $19.45; 478 shares at $19.46; 100 shares at $19.47; 400 shares at $19.48; 100 shares at $19.49; 700 shares at $19.50; 300 shares at $19.51; 500 shares at $19.52; 200 shares at $19.53; 200 shares at $19.54; 1,000 shares at $19.55; 100 shares at $19.56; 300 shares at $19.59; 400 shares at $19.60; 100 shares at $19.66; 100 shares at $19.72; and 300 shares at $19.88.

4. Sales ranged from $19.78 to $20.01 as follows: 100 shares at $19.78; 400 shares at $19.81; 300 shares at $19.81; 600 shares at $19.83; 404 shares at $19.87; 296 shares at $19.88; 500 shares at $19.89; 600 shares at $19.90; 400 shares at $19.92; 200 shares at $19.93; 200 shares at $19.94; 500 shares at $19.95; 100 shares at $19.96; 1,312 shares at $19.97; 400 shares at $19.98; 1,197 shares at $19.99; 10,803 shares at $20.00; and 1,688 shares at $20.01.

5. Sales ranged from $19.71 to $20.04 as follows: 100 shares at $19.71; 700 shares at $19.81; 700 shares at $19.81; 526 shares at $19.83; 500 shares at $19.84; 100 shares at $19.84; 1,200 shares at $19.86; 1,020 shares at $19.87; 304 shares at $19.88; 1,176 shares at $19.90; 74 shares at $19.91; 1,500 shares at $19.93; 1,785 shares at $19.94; 1,842 shares at $19.95; 609 shares at $19.96; 4,330 shares at $19.97; 1,241 shares at $19.98; 2,140 shares at $19.99; 13,490 shares at $20.00; 1,648 shares at $20.01; 515 shares at $20.02; and 100 shares at $20.04.

6. The reporting person is the managing director of IP Fibre Devices (UK) Ltd. and has voting and investment power with respect to the shares held of record by IP Fibre Devices (UK) Ltd. The reporting person disclaims beneficial ownership of these securities 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 Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	Angelo P. Lopresti, Attorney-at-law	11/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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