SCHEDULE 13G

CUSIP No.

12532H104

1

Names of Reporting Persons

Serge Godin

2

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 24,356,280.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 24,356,280.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,356,280.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

11

Percent of class represented by amount in row (9)

10.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: * Performance Share Units (PSUs) that were granted to Mr. Godin as part of his compensation as an officer of the issuer in respect of the fiscal years 2022, 2023, 2024 and 2025 are not included, as they remain subject to performance and/or time vesting conditions, none of which will be determined within 60 days of December 31, 2024.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

CGI INC.

(b)

Address of issuer's principal executive offices:

1350 Rene-Levesque Blvd., 25th Floor, Montreal, Quebec H3G 1T4

Item 2.

(a)

Name of person filing:

Serge Godin. The shares reported include shares owned by Distinction Capital Inc., of which Mr. Godin is the controlling shareholder and sole director.

(b)

Address or principal business office or, if none, residence:

c/o CGI Inc., 1350 Rene-Levesque Blvd., 25th Floor, Montreal, Quebec H3G 1T4

(c)

Citizenship:

Canada

(d)

Title of class of securities:

Class A Subordinate Voting Shares

(e)

CUSIP No.:

12532H104

Item 3.

If this statement is filed pursuant to §§ 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)

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 § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 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)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

Consists of 24,356,280 Class A Subordinate Voting Shares (including 24,122,758 Class A Subordinate Voting Shares issuable upon conversion of 24,122,758 of the issuer's Class B Shares (multiple voting - 10 votes per Class B share).*

(b)

Percent of class:

10.7 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

24,356,280*

(ii) Shared power to vote or to direct the vote:

0

(iii) Sole power to dispose or to direct the disposition of:

24,356,280*

(iv) Shared power to dispose or to direct the disposition of:

0

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

See Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

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.

Serge Godin

Signature:	/s/ Serge Godin
Name/Title:	Serge Godin
Date:	02/14/2025

Comments accompanying 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.