Coherent (COHR) Form 4 II-VI / David G Wagner 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^*

Wagner David G

(Last) (First) (Middle)

C/O II-VI INCORPORATED

375 SAXONBURG BOULEVARD

(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)
VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2018

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	09/04/2018		M		11,200	A	$13.99	71,578	D
Common Stock	09/04/2018		M		2,134	A	$12.075	73,712	D
Common Stock	09/04/2018		M		3,900	A	$16.855	77,612	D
Common Stock	09/04/2018		M		8,300	A	$17.53	85,912	D
Common Stock	09/04/2018		M		7,542	A	$17.84	93,454	D
Common Stock	09/04/2018		S(1)		23,228	D	$47.8749(2)	70,226	D
Common Stock	09/04/2018		S(1)		9,848	D	$48.3253(3)	60,378	D
Common Stock								500	I	By Father(4)

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
Opiton (Right to Buy)	$13.99	09/04/2018		M			11,200	(5)	08/16/2024	Common Stock	11,200	$0	2,800	D
Option (Right to Buy)	$12.075	09/04/2018		M			2,134	(6)	08/15/2019	Common Stock	2,134	$0	0	D
Option (Right to Buy)	$16.855	09/04/2018		M			3,900	(7)	08/21/2020	Common Stock	3,900	$0	0	D
Option (Right to Buy)	$17.53	09/04/2018		M			8,300	(8)	08/20/2021	Common Stock	8,300	$0	0	D
Option (Right to Buy)	$17.84	09/04/2018		M			7,542	(9)	08/15/2025	Common Stock	7,542	$0	5,028	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 August 9, 2018.

2. Represents the weighted average of multiple sale transactions ranging in price from $47.2500 to $48.2000. 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 $48.2500 to $48.6000. 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. The reporting person disclaims beneficial ownership of these securities, other than to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. These options vest in five equal annual installments beginning on August 16, 2015.

6. These options vested in full on August 15, 2014.

7. These options vested in five equal annual installments beginning on August 21, 2011.

8. These options vested in five equal annual installments beginning on August 20, 2012.

9. These options vest in five equal annual installments beginning on August 15, 2016.

	/s/ Jeffrey W. Acre, Attorney-in-Fact	09/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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