0001191458-17-000001.txt : 20170203 0001191458-17-000001.hdr.sgml : 20170203 20170203184649 ACCESSION NUMBER: 0001191458-17-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170202 FILED AS OF DATE: 20170203 DATE AS OF CHANGE: 20170203 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAMER FRANCIS J CENTRAL INDEX KEY: 0001191458 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16195 FILM NUMBER: 17573593 MAIL ADDRESS: STREET 1: C/O II-VI INCORPORATED STREET 2: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-02-02 0 0000820318 II-VI INC IIVI 0001191458 KRAMER FRANCIS J C/O II-VI INCORPORATED 375 SAXONBURG BLVD SAXONBURG PA 16056 1 0 0 0 Common Stock 2017-02-02 4 M 0 35200 13.885 A 582877 D Common Stock 2017-02-02 4 S 0 131088 36.2599 D 451789 D Common Stock 2017-02-03 4 S 0 12564 36.3 D 439225 D Common Stock 285401 I By Spousal Limited Access Trust Option (Right to Buy) 13.885 2017-02-02 4 M 0 35200 0 D 2017-08-11 Common Stock 35200 0 D Represents the weighted average of multiple sales transactions ranging in price from $36.23 to $36.33. 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. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The options previously were reported as covering 17,600 shares at an exercise price of $27.77 per share but were adjusted to reflect a 2-for-1 stock split that occurred on June 27, 2011. The options vested in five equal annual installments beginning on August 11, 2008. /s/ Jeffrey W. Acre, Attorney-in-Fact 2017-02-03 EX-24 2 kramerpoa.txt POWER-OF-ATTORNEY POWER OF ATTORNEY I, Francis J. Kramer, do hereby make, constitute, designate and appoint Jeffrey W. Acre and D. Mark McMillan, and each of them and their designees or substitutes, as my true and lawful Attorney-in-Fact, for me and in my name and on my behalf generally: 1. To execute and file any and all forms required to be filed by me with the U.S. Securities Exchange Commission ("SEC") pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Forms 3, 4, and 5, and any amendment thereto; 2. To do and perform any and all acts which may be necessary or desirable to prepare, complete, and execute any and all forms required to be filed by me with the SEC) pursuant to Section 16 of the Exchange Act, including Forms 3, 4, and 5, and any amendment thereto, and timely deliver and file such forms or amendments with the SEC and any stock exchange or similar authority; and 3. To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of either such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, me, it being understood that the documents executed by either such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as either such attorney-in-fact may approve in either such attorney-in-fact's discretion. I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if I was personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that each of the foregoing attorneys-in-fact, in serving in such capacity at my request, is not assuming nor relieving any of my responsibilities to comply with Section 16 of the Exchange Act. I also acknowledge that none of the foregoing attorneys-in-fact assume (i) any liability for my responsibility to comply with the requirements of the Exchange Act, (ii) any liability for my failure to comply with such requirements, or (iii) any of my obligations or liabilities for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall be effective immediately upon execution and shall be revoked by my giving to any such attorney-in-fact acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received. I hereby declare that this Power of Attorney shall not be affected by my disability or incapacity and that as against me and all persons claiming under me, everything which any such attorney-in-fact shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument. IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed this 16th day of August, 2016. GRANTOR: /s/ Francis J. Kramer Printed Name: Francis J. Kramer