COHERENT CORP. — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: II-VI INC (IIVI)
CIK: 0000820318
Period of Report: 2014-02-26

Reporting Person: JOHNSON CARL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock	G	1385351	—	Disposed	793027	Direct
2014-02-26	Common Stock	G	1385351	—	Acquired	2171351	Indirect
2014-02-26	Common Stock	G	15239	—	Disposed	2171351	Indirect
2014-03-05	Common Stock	S	5000	$16.822	Disposed	788027	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1454128	Indirect

Footnotes

F1: The reporting person gifted these shares to CJ&M Holdings, L.P. (the "L.P.") a family limited partnership of which the reporting person maintains control through his position as the sole limited partner (95%) and majority general partner (3.9%). Two other family members are minority general partners (1.1% on an aggregate basis). As a result of the ownership structure of the L.P., the two family members are deemed to have an ownership interest in 15,239 shares held by the L.P. However, as permitted by instruction 4(b)(iv) to Form 4, all of the shares held by the L.P. are reported herein as being indirectly held by the reporting person.

F2: The reporting person disclaims beneficial ownership of shares owned by the L.P. except to the extent of his pecuniary interest therein.

F3: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 16, 2013.

F4: Represents the weighted average of multiple sales transactions ranging in price from $16.60 to $16.91. 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.

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