Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-22-076865
Date:2022-07-01
Issuer: COHERENT INC (COHR)
Original Submission Date:

Reporting Person:

MATTES ANDREAS W
5100 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-07-01 D 34,021 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PERFORMANCE RESTRICTED STOCK UNITS 0.0 2022-07-01 deemed execution date D 112,396 (d) common stock 112,396 $0.00 0 direct
Footnotes
IDfootnote
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 (b) the quotient obtained by dividing
f4 (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.
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