| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | COHR | Series B-1 Convertible Preferred Stock | Award | $750M | +75K | $10,000.00* | 75K | Jul 1, 2022 | Common Stock | 9.39M | See footnotes | F1, F2, F3, F4, F5 | ||
| transaction | COHR | Series B-2 Convertible Preferred Stock | Award | $1.4B | +140K | $10,000.00* | 140K | Jul 1, 2022 | Common Stock | 16.5M | See footnotes | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock") and Series B-2 Convertible Preferred Stock ("Series B-2 Preferred Stock" and, together with the Series B-1 Preferred Stock, "Series B Preferred Stock") were issued on March 31, 2021 and July 1, 2022, respectively, pursuant to the Statement with Respect to Shares setting forth the terms of the Series B Convertible Preferred Stock filed with the Pennsylvania Department of State Corporations Bureau and effective March 30, 2021 (the "Statement with Respect to Shares"). Subject to adjustments set forth in the Statement with Respect to Shares, from the issuance date of such share, dividends accrue on the applicable stated value of each share of the Series B Preferred Stock at 5% per annum with an initial stated value of $10,000 per share. Until the fourth anniversary of the applicable issuance date, all dividend payments are compounded and added to the applicable stated value on a quarterly basis (a "PIK Dividend"). |
| F2 | (Continued Footnote 1) Following the fourth anniversary of the applicable issuance date, dividends will be payable in the form of, at the Issuer's sole discretion, (i) cash, (ii) a PIK Dividend or (iii) any combination of both. Commencing on July 1, 2022, each share of Series B Preferred Stock became convertible, at the option of the holder, into a number of shares of the Issuer's common stock equal to the then-applicable stated value divided by the then-applicable conversion price.The conversion price of the Series B Preferred Stock is initially $85.00 per share, subject to adjustments set forth in the Statement with Respect to Shares. In addition, at any time after the third anniversary of the applicable issuance date, if the closing sale price of the Issuer's common stock exceeds 150% of the then-applicable conversion price for 20 trading days in any 30 consecutive trading day period, the Issuer may elect to convert all of the shares of the applicable series of Series B Preferred |
| F3 | (Continued Footnote 2) Stock into a number of shares of the Issuer's common stock equal to the then-applicable stated value divided by the then-applicable conversion price in accordance with the Statement with Respect to Shares. |
| F4 | Represents 75,000 shares of Series B-1 Preferred Stock held by BCPE Watson (DE) BML, LP ("BML") and 75,000 and 65,000 shares of Series B-2 Preferred Stock held respectively by BML and BCPE Watson (DE) ORML, LP ("ORML"). |
| F5 | Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC, which is the general partner of Bain Capital Fund XII, L.P. ("Fund XII"). Fund XII is the sole member of BCPE Watson (DE) Aggregator GP, LLC, which is the general partner of BCPE Watson (DE) Aggregator, LP ("Aggregator"). Aggregator is the sole member of each of (i) BCPE Watson (DE) BML GP, LLC, which is the general partner of BML, and (ii) BCPE Watson (DE) ORML GP, LLC, which is the general partner of ORML. Mr. Pagliuca is a Managing Director of BCI. As a result, Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the securities held by each of BML and ORML. Mr. Pagliuca disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |