0000899243-22-025543.txt : 20220706 0000899243-22-025543.hdr.sgml : 20220706 20220706212031 ACCESSION NUMBER: 0000899243-22-025543 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220701 FILED AS OF DATE: 20220706 DATE AS OF CHANGE: 20220706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAGLIUCA STEPHEN G CENTRAL INDEX KEY: 0001240386 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39375 FILM NUMBER: 221070514 MAIL ADDRESS: STREET 1: BAIN CAPITAL PARTNERS LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 724-352-4455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-01 0 0000820318 II-VI INC IIVI 0001240386 PAGLIUCA STEPHEN G C/O BAIN CAPITAL PRIVATE EQUITY, LP 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 Series B-1 Convertible Preferred Stock 2022-07-01 4 A 0 75000 10000.00 A Common Stock 9390248 75000 I See footnotes Series B-2 Convertible Preferred Stock 2022-07-01 4 A 0 140000 10000.00 A Common Stock 16470587 140000 I See footnotes 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"). (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 (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. 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"). 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. /s/ Stephen G. Pagliuca 2022-07-06