COHERENT CORP. — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: II-VI INC (IIVI)
CIK: 0000820318
Period of Report: 2014-08-16

Reporting Person: JOHNSON CARL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-16	Common Stock	A	5720	—	Acquired	374253	Direct
2014-08-18	Common Stock	S	7000	$14.103	Disposed	2428145	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-16	Option (Right to buy)	$13.99	A	11440	Acquired	2024-08-16	Common Stock (11440)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1454128	Indirect

Footnotes

F1: Restricted stock award granted to reporting person under the Issuer's 2012 Omnibus Incentive Plan. The award will vest in full three years from the grant dae on August 16, 2017.

F2: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by CJ&M Holdings, L.P. (the "L.P.") on February 11, 2014, a family limited partnership of which the reporting person maintains control through his role as majority general partner.

F3: Represents the weighted average of multiple sales transactions ranging in price from $13.99 to $14.21. The reporting person agrees to provide full information regarding the number of shares sold at each separate price upon request by the SEC staff, the Company or a security holder of the Company.

F4: The reporting person disclaims beneficial ownership of shares owned by the L.P., except to the extent of his pecuniary interest therein.

F5: The reporting person disclaims beneficial ownership of shares owned by his spouse.

F6: The option vests in 5 equal annual installments beginning on August 16, 2015.