Bain Capital Investors Llc - Jul 1, 2022 Form 3 Insider Report for II-VI INC (COHR)

Role: 10%+ Owner
Signature: See signatures included in Exhibit 99.1
Stock symbol: COHR
Transactions as of: Jul 1, 2022
Transactions value $: $0
Form type: 3
Date filed: 7/11/2022, 06:20 PM
Previous filing: May 19, 2021
Next filing: Nov 23, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	COHR	Series B-1 Convertible Preferred Stock							Jul 1, 2022	Common Stock	9.39M		See footnotes	F1, F2, F3, F4, F6
holding	COHR	Series B-2 Convertible Preferred Stock							Jul 1, 2022	Common Stock	16.5M		See footnotes	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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, the "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 daily 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.
F2	(Continued from Footnote 1) 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"). 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.
F3	(Continued from Footnote 2) 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 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	BCPE Watson (DE) BML GP, LLC ("BML GP") is the general partner of BCPE Watson (DE) BML, LP ("BML"). As a result, BML GP may be deemed to share voting and dispositive power with respect to the securities held by BML. BML GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. BML holds 75,000 shares of Series B-1 Preferred Stock and 75,000 shares of Series B-2 Preferred Stock.
F5	BCPE Watson (DE) ORML GP, LLC ("ORML GP") is the general partner of BCPE Watson (DE) ORML, LP ("ORML"). As a result, ORML GP may be deemed to share voting and dispositive power with respect to the securities held by ORML. ORML GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. ORML holds 65,000 shares of Series B-2 Preferred stock.
F6	Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC ("Partners XII"), 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 ("Aggregator GP"), which is the general partner of BCPE Watson (DE) Aggregator, LP ("Aggregator"). Aggregator is the sole member of each of BML GP and ORML GP. As a result, each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator may be deemed to share voting and dispositive power with respect to the securities held by each of BML and ORML. Each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.