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Form 3 II-VI INC For: Jul 01 Filed by: BCPE Watson (DE) Aggregator, LP

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July 11, 2022 6:21 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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hours per response: 0.5
1. Name and Address of Reporting Person *
BAIN CAPITAL INVESTORS LLC
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2022 		3. Issuer Name and Ticker or Trading Symbol
II-VI INC [ IIVI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Convertible Preferred Stock   (1) (2) (3)   (1) (2) (3) Common Stock 9,390,248 (1) (2) (3) (1) (2) (3) I See footnotes (4) (6)
Series B-2 Convertible Preferred Stock   (1) (2) (3)   (1) (2) (3) Common Stock 16,470,587 (1) (2) (3) (1) (2) (3) I See footnotes (4) (5) (6)
Explanation of Responses:
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, the "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 daily 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.
2. (Continued from Footnote 1) 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"). 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.
3. (Continued from Footnote 2) 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 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. BCPE Watson (DE) BML GP, LLC ("BML GP") is the general partner of BCPE Watson (DE) BML, LP ("BML"). As a result, BML GP may be deemed to share voting and dispositive power with respect to the securities held by BML. BML GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. BML holds 75,000 shares of Series B-1 Preferred Stock and 75,000 shares of Series B-2 Preferred Stock.
5. BCPE Watson (DE) ORML GP, LLC ("ORML GP") is the general partner of BCPE Watson (DE) ORML, LP ("ORML"). As a result, ORML GP may be deemed to share voting and dispositive power with respect to the securities held by ORML. ORML GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. ORML holds 65,000 shares of Series B-2 Preferred stock.
6. Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC ("Partners XII"), 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 ("Aggregator GP"), which is the general partner of BCPE Watson (DE) Aggregator, LP ("Aggregator"). Aggregator is the sole member of each of BML GP and ORML GP. As a result, each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator may be deemed to share voting and dispositive power with respect to the securities held by each of BML and ORML. Each of BCI, Partners XII, Fund XII, Aggregator GP and Aggregator disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
See signatures included in Exhibit 99.1 07/11/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                   Exhibit 99.1

                   List of Joint Filers and Signature Page


BAIN CAPITAL INVESTORS, LLC

By: /s/ Joseph Robbins
    ------------------
Title: Managing Director


BAIN CAPITAL FUND XII, L.P.

By: Bain Capital Partners XII, LLC,
its general partner

By: Bain Capital Investors, LLC,
its manager

By: /s/ Joseph Robbins
    ------------------
Title: Managing Director


BAIN CAPITAL PARTNERS XII, LLC

By: Bain Capital Investors, LLC,
its manager

By: /s/ Joseph Robbins
    ------------------
Title: Managing Director


BCPE Watson (DE) Aggregator GP, LLC

By: /s/ Joseph Robbins
    ------------------
Title: Authorized Signatory


BCPE Watson (DE) Aggregator, LP

By: BCPE Watson (DE) Aggregator GP, LLC,
its general partner

By: /s/ Joseph Robbins
    ------------------
Title: Authorized Signatory


BCPE Watson (DE) BML GP, LLC

By: /s/ Joseph Robbins
    ------------------
Title: Authorized Signatory


BCPE Watson (DE) ORML GP, LLC

By: /s/ Joseph Robbins
    ------------------
Title: Authorized Signatory


BCPE Watson (DE) BML, LP

By: BCPE Watson (DE) BML GP, LLC,
its general partner

By: /s/ Joseph Robbins
    ------------------
Title: Authorized Signatory


BCPE Watson (DE) ORML, LP

By: BCPE Watson (DE) ORML GP, LLC,
its general partner

By: /s/ Joseph Robbins
    ------------------
Title: Authorized Signatory

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