Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  CHILD MICHAEL C
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2006
3. Issuer Name and Ticker or Trading Symbol
IPG PHOTONICS CORP [IPGP]
(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02116
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy)   (1) 04/05/2012 Common Stock 33,334 $ 1.5 D  
Stock Options (right to buy)   (2) 12/14/2014 Common Stock 33,334 $ 1.5 D  
Stock Options (right to buy)   (3) 06/12/2015 Common Stock 20,000 $ 1.5 D  
Stock Options (right to buy)   (4) 06/21/2016 Common Stock 6,667 $ 6.45 D  
Series B Preferred Stock 12/12/2006   (9) Common Stock 22,291 $ (5) I See Footnote 7 (7)
Series B Warrants 12/12/2006 04/01/2008 Common Stock (6) $ (6) I See Footnote 7 (8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHILD MICHAEL C
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR
BOSTON, MA 02116
  X      

Signatures

Michael C. Child 12/12/2006
**Signature of Reporting Person Date

By: Thomas P. Alber, Attorney-in-Fact 12/12/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 8,334 of such options were immediately exercisable and the remaining options became exercisable in three equal installments of 8,333 shares beginning on 12/29/02
(2) The option was exercisable immediately.
(3) The option is exercisable in four equal installments of 5,000 shares. The first installment became exercisable on 6/12/2006.
(4) The option is exercisable in four equal installments of 1,667 shares. The first installment became exercisable on 6/21/2007.
(5) The number of shares of Common Stock is subject to adjustment based upon the initial public offering price in connection with the issuer's initial public offering.
(6) The number of shares of Common Stock underlying the warrants is indeterminate and will be determined based upon the initial public offering price of the Common Stock in connection with the issuer's initial public offering.
(7) The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in shares of Series B Preferred Stock that will convert into 22,291 shares of Common Stock. The number of shares of Common Stock is subject to adjustment based upon the initial public offering price in connection with the issuer's initial public offering. The reporting person disclaims beneficial ownership of such securities except to the extent of the shares of Series B Preferred Stock as to which he holds a pecuniary interest.
(8) The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in the Series B Warrants. The number of shares of Common Stock underlying the warrants is indeterminate and will be determined based upon the initial public offering price of the Common Stock in connection with the issuer's initial public offering. The reporting person disclaims beneficial ownership of such securities except to the extent of the Series B Warrants as to which he holds a pecuniary interest.
(9) N/A
 
Remarks:
The Reporting Person has a representative on the issuer's board of directors.  Michael Child currently serves as the Reporting Person's representative on the board of directors and the Reporting Person is deemed a director of the issuer by deputization.

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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