Thomas E Mistler Form 4/A II-VI / THOMAS E MISTLER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MISTLER THOMAS E

(Last) (First) (Middle)

375 SAXONBURG BLVD

(Street)

SAXONBURG PA 16056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
II-VI INC [ IIVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/23/2016

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/20/2016		A		984(1)	A	$21.67	19,634	D
Common Stock	08/23/2016		P		4,310	D	$21.55	23,944(2)	D
Common Stock								1,269,772	I	By Limited Partnerships(3)
Common Stock								346,512	I	By Trusts(3)

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 Securities Underlying Derivative Security (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: 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
Option (Right to Buy)(4)	$21.67	08/20/2016		A		2,460		(5)	08/20/2026	Common Stock	2,460	$21.67	2,460	D

Explanation of Responses:

1. Restricted stock award granted to reporting person under the Issuer's Second Amended and Restated 2012 Omnibus Incentive Plan. The award will vest in three equal annual installments beginning on August 20, 2017. The original Form 4 filing inadvertently overstated the number of shares of restricted stock granted to the reporting person.

2. Reflects the correct amount of shares of common stock beneficially owned directly by the reporting person following this transaction, which otherwise was reported accurately in the original Form 4 filing.

3. Represents interests in trusts and limited partnerships held for the benefit of members of the reporting person's immediate family and others. The reporting person disclaims beneficial ownership of stock in the trusts and limited partnerships except to the extent of his pecuniary interest therein. This indirect beneficial ownership was reported accurately in the original Form 4 filing.

4. The original Form 4 filing inadvertently omitted information with respect to this grant of options to the reporting person.

5. These options vest in four equal annual installments beginning on August 20, 2017.

	/s/ Jeffrey W. Acre, Attorney-in-Fact	08/26/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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