Giovanni Barbarossa Form 4 II-VI / GIOVANNI BARBAROSSA 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^*

BARBAROSSA GIOVANNI

(Last) (First) (Middle)

C/O II-VI INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020

4. If Amendment, Date of 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

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	11/16/2020		M		7,000	A	$16.45	117,175	D
Common Stock	11/16/2020		M		13,010	A	$19.37	130,185	D
Common Stock	11/16/2020		M		30,530	A	$13.99	160,715	D
Common Stock	11/16/2020		M		31,360	A	$17.84	192,075	D
Common Stock	11/16/2020		M		22,841	A	$21.67	214,916	D
Common Stock	11/16/2020		S(1)		80,031	D	$59.4862(2)	134,885	D
Common Stock	11/16/2020		S(1)		24,710	D	$60.0514(3)	110,175	D
Common Stock	11/17/2020		M		1,879	A	$21.67	112,054	D
Common Stock	11/17/2020		S(1)		1,879	D	$59.6517(4)	110,175	D

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)	$21.67	11/16/2020		M			22,841	(5)	08/20/2026	Common Stock	22,841	$0.00	1,879	D
Option (Right to buy)	$19.37	11/16/2020		M			13,010	(6)	08/17/2023	Common Stock	13,010	$0.00	0.00	D
Option (Right to buy)	$17.84	11/16/2020		M			31,360	(7)	08/15/2025	Common Stock	31,360	$0.00	0.00	D
Option (Right to buy)	$16.45	11/16/2020		M			7,000	(8)	11/02/2022	Common Stock	7,000	$0.00	0.00	D
Option (Right to buy)	$13.99	11/16/2020		M			30,530	(9)	08/16/2024	Common Stock	30,530	$0.00	0.00	D
Option (Right to Buy)	$21.67	11/17/2020		M			1,879	(5)	08/20/2026	Common Stock	1,879	$0.00	0.00	D

Explanation of Responses:

1. The sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 28, 2020.

2. Represents the weighted average of multiple sale transactions ranging in price from $58.93 to $59.91. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.

3. Represents the weighted average of multiple sale transactions ranging in price from $59.93 to $60.45. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.

4. Represents the weighted average of multiple sale transactions ranging in price from $59.27 to $59.81. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.

5. The options fully vested on August 20, 2020.

6. The options fully vested on August 17, 2018.

7. The options fully vested on August 15, 2020.

8. The options fully vested on November 2, 2017.

9. The options fully vested on August 16, 2019.

Remarks:

	/s/ Jeffrey W. Acre, Attorney-in-Fact	11/17/2020
	** 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).
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