Sec Form 13D Filing - JOHNSON CARL J filing for II-VI Incorporated (IIVI) - 2019-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

II-VI Incorporated

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

902104 10 8

(Cusip Number)

Carl J. Johnson

90 Elisabeth Way

McKinney, TX 75069

(412) 512-6762

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 9, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 10 (“Amendment No. 10”) to Schedule 13D is being filed with the United States Securities and Exchange Commission (the “SEC”) by Carl J. Johnson (“Dr. Johnson”) to reflect the sale of certain shares of common stock, no par value (the “Common Stock”), of II-VI Incorporated, a Pennsylvania corporation (the “Company”). As a result of the transactions disclosed herein, Dr. Johnson no longer beneficially owns more than five percent of the Company’s outstanding Common Stock. Consequently, this Amendment No. 10 constitutes the final amendment to the original Schedule 13D filed by Dr. Johnson and an exit filing for Dr. Johnson. Except as set forth herein, this Amendment No. 10 does not modify any information previously reported by Dr. Johnson in the original Schedule 13D, as subsequently amended from time to time, most recently by Amendment No. 9 to Schedule 13D filed with the SEC on June 1, 2018.

Item 4. Purpose of the Transaction

Dr. Johnson has no plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D except that, from time to time, Dr. Johnson may acquire or dispose of shares of Company Common Stock through open market transactions or otherwise, and may gift shares of Company Common Stock to various family members or charitable organizations, including but not limited to (i) the Johnson Family Foundation, a charitable family trust in which Dr. Johnson is co-trustee (the “Johnson Foundation”), (ii) the II-VI Incorporated Foundation, a Pennsylvania nonprofit corporation for which Dr. Johnson serves as a trustee (the “II-VI Foundation”) and (iii) CJ&M Holdings, L.P., a family limited partnership for which Dr. Johnson acts as sole limited partner and majority general partner (“CJ&M LP”).

The original Schedule 13D was filed to report the acquisition of beneficial ownership of shares of Company Common Stock by Dr. Johnson resulting from the acquisition by him of certain rights of first refusal and option rights with respect to shares of the Company Common Stock held by a Voting Trust. Each Amendment historically filed thereafter, including this Amendment No. 10, was filed to report that Dr. Johnson then beneficially held more than 1% less of the outstanding Company Common Stock than reported in the prior amendment as a result of different transactions of varying sizes that took place after the filing of the prior amendment, none of which were individually material.

Item 5. Interest in Securities of the Issuer.

(a) - (b) Dr. Johnson has the sole voting and dispositive power over 440,298 shares (0.69% of the outstanding Company Common Stock) owned by him (including 39,300 shares over which he has the right to acquire ownership within 60 days pursuant to the exercise of vested options). In addition, Dr. Johnson has shared voting and dispositive power over (i) 405,292 shares (0.64% of the outstanding Company Common Stock) held by the Johnson Foundation (over which shares he disclaims beneficial ownership), (ii) 409,642 shares (0.64% of the outstanding Company Common Stock) held by the II-VI Foundation (over which shares he disclaims beneficial ownership), and (iii) 1,201,109 shares (1.89% of the outstanding Company Common Stock) held by CJ&M LP (over which shares he disclaims beneficial ownership except to the extent of his pecuniary interest).

In the aggregate, Dr. Johnson has the beneficial ownership of 2,456,341 shares (or 3.87%) of the Company Common Stock, including the right to acquire (pursuant to Company options) 39,300 shares (or 0.06%) of Company Common Stock.

The above calculations are based upon the number of shares of the Company’s Common Stock outstanding as of May 6, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on May 9, 2019.

(c) Since the filing of Amendment No. 9, various transactions have occurred, none of which individually constituted an increase or decrease in excess of 1% of the outstanding class of Company Common Stock beneficially owned by Dr. Johnson. Within the past sixty days, Dr. Johnson sold 110,000 shares of Company stock in the open market at an average market price of $39.96 per share (with 10,000 shares being sold on each of April 1, 2019, April 2, 2019, April 3, 2019, April 4, 2019, April 5, 2019, April 10, 2019, April 11, 2019, April 12, 2019, April 15, 2019, April 16, 2019, and April 24, 2019), the II-VI Foundation sold 2,000 shares of Company Common Stock in

the open market on April 23, 2019, at an average market price of $41.50 per share, and CJ&M LP sold 10,000 shares of Company Common Stock in the open market at an average market price of $41.47 per share (with 5,000 shares being sold on each of April 16, 2019 and April 23, 2019).

(d) No person is known to Dr. Johnson to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Company Common Stock held by him.

(e) As a result of the transactions described above and based upon the number of outstanding shares of the Company’s Common Stock outstanding as of May 6, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, Dr. Johnson is no longer the owner of more than five percent of the Company Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth, or incorporated by reference, in Items 4 and 5 is incorporated by reference to this Item 6. Except as otherwise described in this Amendment No. 10, Dr. Johnson does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Company, including but not limited to the transfer or voting of any securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 20, 2019