Bret DiMarco - 01 Jul 2022 Form 4 Insider Report for COHERENT INC (COHR)

Reporting relationship: Exec VP & Chief Legal Officer
Issuer ticker: COHR
Reported as of: 01 Jul 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 01 Jul 2022, 16:26:13 UTC
Prior SEC filing: 25 May 2022
Next SEC filing: 03 Jul 2024
Source filing: View source filing
Reporting owner signature: /s/ Bret DiMarco

Key filing fact

Bret DiMarco filed Form 4 for COHERENT INC (COHR) on 01 Jul 2022.

Key facts

This page summarizes Bret DiMarco's Form 4 filing for COHERENT INC (COHR).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 01 Jul 2022, 16:26.

Change

Previous filing in this sequence was filed on 25 May 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

COHR transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -39,827
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2022
Ownership: Family Trust
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

COHR transaction Derivative

Performance Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -20,760
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,760
Exercise price
Footnotes: F1, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Bret DiMarco is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote F3

Reflects performance-based restricted stock units ("PSUs").

Footnote F4

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.