Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heiland K. Peter
   2. Issuer Name and Ticker or Trading Symbol
GSI GROUP INC [GSIGQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
20 LEDGEWOOD DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/02/2011
(Street)

DOVER, MA 02030		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/02/2011   J(1)   97,961 A $ 0 1,694,863 I By JEC II Associates, LLC (2)
Common Stock               1,449,275.34 I By trust (3)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Heiland K. Peter
20 LEDGEWOOD DRIVE
DOVER, MA 02030		   X      

Signatures

 /s/ James E. Dawson, as attorney-in-fact   03/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock reported by GSI Group Inc. (the "Company") to have been released from an escrow equal to 6.165% of the outstanding shares of common stock established pursuant to the Final Fourth Modified Joint Chapter 11 Plan of Reorganization for MES International Inc. ("MES"), the Company and GSI Group Corporation ("GSI" and, collectively with MES and the Company, the "Debtors"), as confirmed by the United States Bankruptcy Court for the District of Delaware on May 27, 2010 (the "Plan"), when the Plan became effective and the Debtors emerged from Chapter 11 protection. JEC II Associates, LLC ("JEC") has not received the shares as of the time of this filing, but expects to in the near future.
(2) Reflects shares held directly by JEC and indirectly by Mr. Heiland following a reverse split of the Company's common shares at a 1-for-3 ratio. Mr. Heiland is a manager of JEC. Mr. Heiland disclaims beneficial ownership in the securities, except to the extent of his indirect pecuniary interest therein.
(3) Shares are held directly by Heidi S. Shippell-Heiland 2008 Irrevocable Trust and K. Peter Heiland 2008 Irrevocable Trust (the "Trusts"). Mr. Heiland and his wife, Heidi Shippell-Heiland, are beneficiaries of the Trusts. As a result, Mr. Heiland may be deemed to be the beneficial owner of the shares held by the Trusts. Mr. Heiland disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.

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