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 *
CHILD MICHAEL C
   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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/18/2006
(Street)

BOSTON, MA 02116		 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 12/18/2006   C   57,564 A (6) 57,564 I See Footnote 5 (5)

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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
Stock Options (right to buy) $ 1.5               (1) 04/05/2012 Common Stock 33,334   33,334 D  
Stock Options (right to buy) $ 1.5               (2) 12/14/2014 Common Stock 33,334   66,668 D  
Stock Options (right to buy) $ 1.5               (3) 06/12/2015 Common Stock 20,000   86,668 D  
Stock Options (right to buy) $ 6.45               (4) 06/21/2016 Common Stock 6,667   93,335 D  
Series B Preferred Stock (6) 12/18/2006   C     30,160   (6)   (6) Common Stock 57,564 $ 0 0 I See Footnote 5 (5)
Series B Warrants (7) 12/18/2006   D     $ 174,928 (7) 12/18/2006 04/01/2008 Common Stock (7) (7) 0 I See Footnote 8 (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   12/20/2006
**Signature of Reporting Person Date
 By: Thomas P. Alber, Attorney-in-Fact   12/20/2006
**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) 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 becomes exercisable on 6/21/2007.
(5) The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in 57,564 shares of Common Stock. The reporting person disclaims benficial ownership of all such securities, except to the extent of 8,800 shares of Common Stock as to which he holds a pecuniary interest.
(6) The Series B Preferred Stock had no expiration date and was convertible into a combination of Common Stock and Subordinated Debt with a value equal to the greater of (i) the consideration the holders would have received if the Issuer had been sold and (ii) the consideration the holders would have received at a conversion price of $15.00 per share. The Series B Preferred Stock converted into 57,564 shares of Common Stock and $158,736.84 of Subordinated Debt.
(7) The Warrants entitled the holder to purchase a number of shares of Common Stock of the Issuer equal to $174,928 divided by an amount equal to 50% of the public offering price at an exercise price equal to 50% of the public offering price and were exercisable only upon a public offering, merger, liquidation or sale of the issuer. The issuer also had the right to repurchase the Warrants at a price determined by reference to the public offering price. The issuer repurchased the Warrants for $175,305.
(8) The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC $175,305 in Warrants. The reporting person disclaims beneficial ownership of all such securities, except to the extent of $26,800 of Warrants as to which he holds a pecuniary interest.

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