Serge 13G/A 8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
CGI Group Inc.
(Name of Issuer)
 
Class A Subordinate Shares
(Title of Class of Securities)
 
39945C109
(CUSIP Number)
 
December 31, 2006
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 


 
o
Rule 13d-1(b)
     
 
o
Rule 13d-1(c)
     
 
x
Rule 13d-1(d)










____________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
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).
 



1
Name of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
 
Serge Godin
2
Check the Appropriate Box If a Member of a Group (a) ¨
(See Instructions)                                                           (b) ý
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
Canada
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5
Sole Voting Power
 
29,617,365
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
1,035,375
8
Shared Dispositive Power
 
28,577,089
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
29,617,365
10
Check If the Aggregate Amount in Row (9) Excludes Certain Shares   ý
(See Instructions)
11
Percent of Class Represented by Amount in Row (9)
 
9.1%
12
Type of Reporting Person (See Instructions)
 
IN

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Item 1(a). Name of issuer:
 
CGI Group Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
1130 Sherbrooke Street West, 7th Floor, Montréal, Québec, H3A 2M8
 
Item 2(a). Name of Person Filing:
 
Serge Godin
 
Item 2(b). Address of Principal Offices or, if None, Residence:
 
c/o CGI Group, Inc., 1130 Sherbrooke Street West, 7th Floor, Montréal, Québec, H3A 2M8
 
Item 2(c). Citizenship:
 
Canada
 
Item 2(d). Title of Class of Securities:
 
Class A Subordinate Shares
 
Item 2(e). CUSIP Number:
 
39945C109
 
Item 3.  If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

(a)
o
Broker or dealer registered under Section 15 of the Exchange Act;
     
(b)
o
Bank as defined in Section 3(a)(6) of the Exchange Act;
     
(c)
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
     
(d)
o
Investment company registered under Section 8 of the Investment Company Act;
     
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
o
A church plan that is excluded from the definition of an investment company under Section
 
3(c)(14) of the Investment Company Act;
     
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


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Item 4.  Ownership.
 
The holdings reported herein are stated as of December 31, 2006. Mr. Godin was the beneficial owner of more than 5% of the issuer’s Class A Subordinate Shares upon the registration of such shares under the Securities Exchange Act of 1934, as amended, effective July 7, 1998.
 

(a)
 
Amount beneficially owned:
 
29,617,365 shares (including 28,577,089 shares issuable upon conversion of 28,577,089 of the issuer’s Class B Shares (multiple voting) and 447,000 shares issuable upon the exercise of options exercisable within 60 days of December 31, 2006).
 
(b)
 
Percent of class:
 
9.1%
 
(c)
 
Number of shares as to which such person has:
 
  
 
(i)
 
  
Sole power to vote or direct the vote:
 
29,617,365 shares
 
(ii)
 
  
Shared power to vote or direct the vote:
 
0 shares
 
(iii)
 
  
Sole power to dispose or to direct the disposition of:
 
1,035,375 shares
 
(iv)
 
  
Shared power to dispose or to direct the disposition of:
 
28,577,089 shares
 
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
The shares identified in Item 4 include shares indirectly beneficially owned in a trust for the benefit of members of Mr. Godin’s family.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.  Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
Not applicable.
 
Item 10. Certification.
 
Not applicable.
 

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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.
 
 
January 31, 2007
 
(Date)
 
 
(signed) Serge Godin
 
(Signature)
 
 
Serge Godin
Founder and Exeuctive Chairman
 
(Name/Title)
 

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
 
 
 
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