Kevin S. Palatnik - Jul 1, 2022 Form 4 Insider Report for COHERENT INC (COHR)

Role: Chief Financial Officer
Signature: /s/ Bret DiMarco pursuant to Power of Attorney
Stock symbol: COHR
Transactions as of: Jul 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/1/2022, 04:32 PM
Previous filing: May 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COHR	Common Stock	Disposed to Issuer		-43.8K	-100%		0	Jul 1, 2022	Direct	F1, F2

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
transaction	COHR	Performance Restricted Stock Units	Disposed to Issuer		-12.5K	-100%		0	Jul 1, 2022	Common Stock	0		Direct	F1, F3, F4

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

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	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
F4	(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.