Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
____________________________________________________________________
(Name of Issuer) CGI Group Inc
____________________________________________________________________
(Title of Class of Securities) CL A SUB VTG
____________________________________________________________________
(CUSIP Number) 39945C109
____________________________________________________________________
(Date of Event Which Requires Filing of this Statement) Month-end Reporting
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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 in 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).
CUSIP No. 39945C109
(1) Names of reporting persons...BMO Financial Corp
I.R.S. Identification Nos. of above persons (entities only)
51-0275712
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(2) Check the appropriate box if a member of a group
(a)
(b) x
(3) SEC use only...................................................
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(4) Citizenship or place of organization............................
A Delaware Corporation
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power...7,170,233.................................
(6) Shared voting power....0...............................
(7) Sole dispositive power......7,170,233.......................
(8) Shared dispositive power....51..........................
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(9) Aggregate amount beneficially owned by each reporting person
7,170,284
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)..................................................
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(11) Percent of class represented by amount in Row (9)...3.196%.......
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(12) Type of reporting person (see instructions)....HC.............
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Page--of--Pages-----------------------------------------------------
Item 1(a) Name of issuer:
CGI Group Inc
Item 1(b) Address of issuer's principal executive offices:
1130 Sherbrooke Street West
Montreal, PQ H3A 2M8
Canada
2(a) Name of person filing: BMO Financial Corp
_____________________________________________________________________
2(b) Address or principal business office or, if none, residence:
111 W. Monroe Street
P. O. Box 755
Chicago, IL 60690
_____________________________________________________________________
2(c) Citizenship: A Delaware Corporation
_____________________________________________________________________
2(d) Title of class of securities: CL A sub vtg
_____________________________________________________________________
2(e) CUSIP No.: 39945C109
_____________________________________________________________________
Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Sec. 240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Sec. 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with Sec. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
1.
(a) Amount beneficially owned: 7,170,284
(b) Percent of class: 3.196%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 7,170,233
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of
7,170,233
(iv) Shared power to dispose or to direct the disposition of
51
Item 5. Ownership of 5 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 has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following [x].
See Exhibit 2
Item 6. Ownership of More than 5 Percent on Behalf of Another
Person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
BMO Financial Corp., a Parent Holding Company,
111 W. Monroe St.
P.O. Box 755
Chicago, Ill 60690
Filing on behalf of the following subsidiaries:
BMO Nesbitt Burns, Inc., a broker-dealer
One First Canadian Place
7th Floor
Toronto, Ontario CANADA
M5X 1H3
Jones Heward Investments Inc., a Parent Holding Company
Royal Trust Tower
77 King Street West
Suite 4200
Toronto, Ontario CANADA
M5K 1J5
BMO Harris Investment Management Inc., an investment adviser
1 First Canadian Place
9th Floor
Suite 915
Toronto, Ontario CANADA
M5K 1H3
Jones Heward Investment Counsel Inc., an investment adviser
Royal Trust Tower
77 King Street West
Suite 4200
Toronto, Ontario CANADA
M5K 1J5
BMO Investorline Inc.
FCP
20th Floor
Toronto, Ontario CANADA
M5X 1A1
Jones Heward Funds, Canadian mutual funds
Royal Trust Tower
77 King Street West
Suite 4200
Toronto, Ontario CANADA
M5K 1J5
The Pension Fund Society of the Bank of Montreal,
a Canadian pension fund
Corporate Secretary's Department
First Canadian Place
23rd Floor
Toronto, Ontario CANADA
M5X 1A1
BMO Guardian Funds
Commerce Court West
Suite 4100
Toronto, Ontario Canada
M5L 1E8
Harris Investment Management, Inc.
190 South LaSalle Street
P.O. Box 755
Chicago, Ill 60690
BMO Trust Company
302 Bay Street
7th Floor
Toronto, Ontario Canada
M5X 1A1
BMO Investments, Inc
302 Bay Street
10th Floor
Toronto, Ontario Canada
M5X 1A1
BMO Mutual Funds
302 Bay Street
10th Floor
Toronto, Ontario, Canada
M5X 1A1
BMO Capital Markets Corp
3 Times Square
28th Floor
New York, N.Y. 10036
BMO Nesbitt Burns Trading Corp, S.A.
3 Times Square
28th Floor
New York, N.Y. 10036
BMO Financial Corp
111 W. Monroe Street
Chicago, Ill 60690
Sullivan Bruyette Speros & Blaney
8180 Greensboro Drive
Suite 1100
McLean Va. 22102
BMO Financial Products Corp
3 Times Square
28th Floor
New York, New York 10036
Bank of Montreal Securities Canada, Inc
One First Canadian Place
3rd Floor
Toronto, Ontario, Canada
M5X 1A1
BMO Nesbitt Burns Corporation Ltd.
One First Canadian Place
4th Floor
Toronto, ontario, Canada
M5X 1H3
BMO Nesbitt Burns Equity Partners Inc.
100 King Street West
One First Canadian Place
6th Floor
Toronto, Ontario, Canada M5X 1H3
First National Bank & Trust - Indiana
101 W. Sycamore St.
Kokomo Ind. 46901
Harris Investor Services
311 W. Monroe Street
Chicago, Ill 60603
Bank of Montreal Holdings Inc.
350 7th Avenue S.W.
Calgary, Alberta , Canada
T2P 3N9
Stoker Ostler Wealth Advisors
400 North Scottsdale Road
Suite 2600
Scottsdale, Arizona 85251
And filing on behalf of its parent:
Bank of Montreal
1 First Canadian Place
Toronto, Ontario Canada
MX5 1A1
Item 8. Identification and Classification of Members of the Group
See Exhibit 2
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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.
Dated: March 05, 2012
BMO Financial CORP.
BY: (Terry Jenkins)
Terry Jenkins
SVP & Head of Private Bank US
Schedule 13G
Exhibit 1
BMO Nesbitt Burns Trading Corp S.A. is a wholly owned subsidiary of
Bank of Montreal Holding Inc., which is a wholly-owned subsidiary of
Bank of Montreal.
BMO Nesbitt Burns, Inc. is a wholly-owned subsidiary of BMO Nesbitt Burns
Corporation Limited, which is a wholly-owned subsidiary of Bank of
Montreal Securities Canada Limited, which is a wholly-owned subsidiary
of Bank of Montreal Holding Inc., which is a wholly-owned subsidiary
of Bank of Montreal.
Jones Heward Funds are Canadian mutual funds advised by Jones Heward
Investment Counsel, which is a wholly-owned subsidiary of BMO Harris
Investment Management Inc, which is a subsidiary of Jones Heward
Investments Inc., which is a subsidiary of BMO Nesbitt Burns Inc. and
the Bank of Montreal.
The Pension Fund Society of the Bank of Montreal is a Canadian pension
fund advised by Jones Heward Investment Counsel, which is a
wholly-owned subsidiary of BMO Harris Investment Management Inc, which
is a subsidiary of Jones Heward Investments Inc., which is a
subsidiary of Nesbitt Burns Inc. and the Bank of Montreal.
BMO Guardian Funds is a wholly-owned subsidiary of Bank of Montreal.
First Canadian Mutual Funds are Canadian mutual funds advised and
managed by Jones Heward Investment Counsel, BMO Harris Investment
Management Inc, and First Canadian Funds Inc., which are wholly-owned
direct or indirect subsidiaries of Bank of Montreal.
Jones Heward Investment Counsel is a wholly-owned subsidiary of
BMO Harris Investment Management Inc, which is a wholly-owned
subsidiary of Jones Heward Investments Inc., which is a wholly-owned
subsidiary of Bank of Montreal and Nesbitt Burns Inc.
Pursuant to Rule 13d-1(k)(1)(iii), Bank of Montreal, Bank of Montreal
Holding Inc., Bank of Montreal Securities Canada Limited, BMO Nesbitt
Burns Corporation Limited, BMO Nesbitt Burns Inc., Jones Heward Funds,
The Pension Society of the Bank of Montreal, First Canadian Funds Inc.,
First Canadian Mutual Funds, Jones Heward Investment Counsel Inc.,
Jones Heward Investment Management Inc., Jones Heward Investments
Inc., BMO Nesbitt Burns Trading Corp, S.A., HIM first Canadian funds,
BMO Financial, Inc, and BMO Guardian Funds,agree to this filing
of Schedule 13G by BMO Financial Corp.
This exhibit is submitted as proof of their agreement and authorization
for BMO Financial Corp. to file on their behalf.
Dated: March 05, 2012
BANK OF MONTREAL
BY: (Simon Fish)
Simon Fish
EVP & General Counsel Legal & Financial
BANK OF MONTREAL HOLDING INC.
BY: (Chris Begy)
Chris Begy
Vice President, Chief Accountant
BMO Financial Corp
By: (Terry Jenkins)
Terry Jenkins
SVP & Head of Private Bank US
BMO Nesbitt Burns, Inc
By: (Robert Allair)
Robert Allair
Vice President and Managing director
Jones Heward Investments, Inc.
By: (Barry Cooper)
Barry Cooper
President & CEO
BMO Harris Investment Management Inc.
By: (Yannick Archambault)
Yannick Archambault
VP & National Director
Jones Heward Investment Counsel Inc.
By: (Dirk McRobb)
Dirk McRobb
SVP, Chief Administrative Officer, Chief Compliance Officer
BMO Investorline Inc.
By: (Tom Flanagan)
Tom Flanagan
President and CEO
The Pension Fund Society of the Bank of Montreal
By: (Claire Kyle)
Claire Kyle
Director
BMO Guardian Funds
By: (Stuart Freeman)
Stuart Freeman
Chief Financial Officer
Harris Investment Management Inc.
By: (Barry McInerney)
Barry McInerney
President & CEO
BMO Trust Company
By: (Carol Neal)
Carol Neal
Chief Financial Officer
BMO Investments, Inc
By: (Ed Legzdins)
Ed Legzdins
President and CEO
BMO Capital Markets Corp
By: (Ivan Gerstein)
Ivan Gerstein
VP - IBG Finance
BMO Nesbitt Burns Trading Corp, S.A.
By: (Ivan Gerstein)
Ivan Gerstein
VP - IBG Finance
Sullivan Bruyette Speros & Blaney
By: (Greg Sullivan)
Greg Sullivan
Managing Director
Bank of Montreal Securities Canada Ltd.
By: (Pierre Greffe)
Pierre Greffe
Executive Vice President - Finance
BMO Nesbitt Burns Corporation Ltd.
By: (Robert Allair)
Robert Allair
Vice president & Managing Director
BMO Nesbitt Burns Equity Partners Inc.
By: (Brian Staffen)
Brian Staffen
CFO
BMO Mutual Funds
By: (Ed Legzdins)
Ed Legzdins
President
BMO Financial Products Corp
By: (Ivan Gerstein)
Ivan Gerstein
VP - IBG finance
Harris Investor Services
By: (Michael Miroballi)
Michael Miroballi
President & COO
Stoker Ostler Wealth Advisors
By: (Greg D. Ostler)
Greg D. Ostler
Managing Director
Schedule 13G
Exhibit 2
This Schedule is being filed by BMO Financial Corporation, its
parent company, Bank of Montreal.