II-VI Incorporated
07/06/2022 | Press release | Distributed by Public on 07/06/2022 19:21
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PAGLIUCA STEPHEN G C/O BAIN CAPITAL PRIVATE EQUITY, LP 200 CLARENDON STREET BOSTON, MA02116 |
X | X |
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Signatures
| /s/ Stephen G. Pagliuca | 2022-07-06 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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, "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 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. 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"). |
| (2) | (Continued Footnote 1) 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. 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 |
| (3) | (Continued Footnote 2) 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. |
| (4) | Represents 75,000 shares of Series B-1 Preferred Stock held by BCPE Watson (DE) BML, LP ("BML") and 75,000 and 65,000 shares of Series B-2 Preferred Stock held respectively by BML and BCPE Watson (DE) ORML, LP ("ORML"). |
| (5) | Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC, 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, which is the general partner of BCPE Watson (DE) Aggregator, LP ("Aggregator"). Aggregator is the sole member of each of (i) BCPE Watson (DE) BML GP, LLC, which is the general partner of BML, and (ii) BCPE Watson (DE) ORML GP, LLC, which is the general partner of ORML. Mr. Pagliuca is a Managing Director of BCI. As a result, Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the securities held by each of BML and ORML. Mr. Pagliuca disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |