0001104659-22-076861.txt : 20220701 0001104659-22-076861.hdr.sgml : 20220701 20220701162613 ACCESSION NUMBER: 0001104659-22-076861 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220701 FILED AS OF DATE: 20220701 DATE AS OF CHANGE: 20220701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DiMarco Bret CENTRAL INDEX KEY: 0001364879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33962 FILM NUMBER: 221061775 MAIL ADDRESS: STREET 1: PO BOX 54980 CITY: SANTA CLARA STATE: CA ZIP: 95056-0980 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COHERENT INC CENTRAL INDEX KEY: 0000021510 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 941622541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1001 BUSINESS ADDRESS: STREET 1: 5100 PATRICK HENRY DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087644000 MAIL ADDRESS: STREET 1: 5100 PATRICK HENRY DRIVE STREET 2: MAIL STOP P38 CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: COHERENT RADIATION DATE OF NAME CHANGE: 19770604 4 1 tm2220124-11_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-01 1 0000021510 COHERENT INC COHR 0001364879 DiMarco Bret 5100 PATRICK HENRY DRIVE SANTA CLARA CA 95054 0 1 0 0 Exec VP & Chief Legal Officer Common Stock 2022-07-01 4 D 0 39827 D 0 I Family Trust Performance Restricted Stock Units 2022-07-01 4 D 0 20760 D Common Stock 20760 0 D On July 1, 2022, II-VI Incorporated ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Watson Merger Sub Inc, a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of March 25, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $220.00 in cash, without interest (the "Cash Consideration"), plus 0.91 of a validly issued, fully paid and nonassessable share of Buyer. Reflects performance-based restricted stock units ("PSUs"). Each PSU outstanding immediately prior to the Effective Time was converted into an award of time-based restricted stock units of Buyer (each, a "Converted RSU") covering a number of shares of Buyer common stock, rounded down to the nearest whole share, equal to the product of (x) the number of shares of Issuer common stock subject to such award of Issuer PSUs based on the greater of the target or actual level of achievement of such goals or metrics immediately prior to the Effective Time, as determined by the Issuer and (y) the sum of (A) 0.91 and (B) the quotient obtained by dividing (i) the $220.00 Cash Consideration by (ii) the volume weighted average price of a share of Buyer common stock for a ten trading day period, starting with the opening of trading on the 11th trading day prior to the closing date of the Merger (the "Closing Date") to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg. /s/ Bret DiMarco 2022-07-01