Filing Details
- Accession Number:
- 0001508155-25-000006
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-19 19:00:00
- Filed By:
- Valentin Gapontsev Trust I
- Company:
- Ipg Photonics Corp (NASDAQ:IPGP)
- Filing Date:
- 2025-02-20
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Valentin Gapontsev Trust I | 7,200,599 | 0 | 7,200,599 | 0 | 7,200,599 | 16.9% |
| Lopresti Angelo P | 82,188 | 8,703,210 | 82,188 | 8,703,210 | 8,785,398 | 20.6% |
| Shcherbakov Eugene A | 7,037,491 | 8,703,210 | 7,037,491 | 8,703,210 | 15,740,701 | 36.9% |
| IQ EQ Trust Company, U.S., LLC | 298,638 | 8,703,210 | 298,638 | 8,703,210 | 9,001,848 | 21.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
IPG Photonics Corporation (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
44980X109 (CUSIP Number) |
Chip Martin c/o IQ EQ Trust Company, U.S., LLC, 3 Executive Park Drive, Suite 302 Bedford, NH, 03110 603-219-0264 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/20/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 44980X109 |
| 1 |
Name of reporting person
Valentin Gapontsev Trust I | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW HAMPSHIRE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,200,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 44980X109 |
| 1 |
Name of reporting person
Lopresti Angelo P | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,785,398.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 44980X109 |
| 1 |
Name of reporting person
Shcherbakov Eugene A | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,740,701.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 44980X109 |
| 1 |
Name of reporting person
IQ EQ Trust Company, U.S., LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW HAMPSHIRE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,001,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
IPG Photonics Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
377 Simarano Drive, Marlborough,
MASSACHUSETTS
, 01752. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 6 ("Amendment No. 6") to Schedule 13D amends and supplements the Schedule 13D originally filed by certain of the Reporting Persons on December 21, 2010, as amended on January 24, 2011, May 23, 2011, December 17, 2012, November 1, 2021 and January 2, 2024 (as amended, the "Schedule 13D"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 6. Capitalized terms used but not defined herein have the same meanings ascribed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
On February 20, 2025, the Issuer and IQ EQ Trust Company, U.S., LLC, as trustee of The Valentin Gapontsev Trust I and The Valentin Gapontsev Trust III entered into a Registration Rights Letter pursuant to which the Issuer agreed to register for resale 1,890,000 shares of Common Stock held by The Valentin Gapontsev Trust I and 260,000 shares of Common Stock held by The Valentin Gapontsev Trust III. On February 20, 2025, the Issuer filed a registration statement and prospectus relating to the resale of such shares held by The Valentin Gapontsev Trust I and The Valentin Gapontsev Trust III. The Valentin Gapontsev Trust I and The Valentin Gapontsev Trust III may sell all or a portion of the shares offered in the registration statement from time to time, including by entering into one or more trading plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is amended and supplemented as follows:
The percentages reported herein are based on 42,548,561 shares of Common Stock outstanding as of February 18, 2025, as reported in the Issuer's Form 10-K filed on February 20, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.2 Registration Rights Letter, dated as of February 20, 2025, by and between the Issuer and IQ EQ Trust Company, U.S., LLC, as trustee of The Valentin Gapontsev Trust I and The Valentin Gapontsev Trust III (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3 filed by the Issuer with the Securities and Exchange Commission on February 20, 2025). | ||
| 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.
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