WINSTON CHARLES D 4

4 · GSI GROUP INC · Filed Jan 31, 2006

Form 4

Period: 2006-01-27

CEO

Transactions

Exercise/Conversion
Stock Option (right to buy)
2006-01-27$8.35/sh−11,976$100,000→ 0 total
Exercise: $8.35Exp: 2012-02-26→ Common Stock (11,976 underlying)
Exercise/Conversion
Stock Option (right to buy)
2006-01-27$8.35/sh−17,972$150,066→ 170,052 total
Exercise: $8.35Exp: 2012-02-26→ Common Stock (17,972 underlying)
Sale
Common Stock
2006-01-27$13.00/sh−17,972$233,636→ 8,471 total
Exercise/Conversion
Common Stock
2006-01-27$8.35/sh+11,976$100,000→ 20,447 total
Sale
Common Stock
2006-01-27$13.00/sh−11,976$155,688→ 8,471 total
Exercise/Conversion
Common stock
2006-01-27$8.35/sh+17,972$150,066→ 26,443 total

Footnotes (6)

[F1]Sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan
[F2]Sale reported on this Form 4 was affected pursuant to a Rule 10b5-1 Trading Plan
[F3]As of December 16, 2005, options became fully vested and exercisable
[F4]Number of derivative securities of this class beneficially owned following reported tranxation: 0 Total number of derivative securities of all classes beneficially owned: 936,836
[F5]As of December 16, 2005, options became fully vested and exercisable
[F6]Number of derivative securities of this class beneficially owned following reported transaction: 170,052 Total number of derivative securities of all classes beneficially owned: 936,836

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