Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Wagner David G
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2014
3. Issuer Name and Ticker or Trading Symbol
II-VI INC [IIVI]
(Last)
(First)
(Middle)
1783 CONSTITUTION BOULEVARD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Human Resources
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

VALENCIA, PA 16059
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Common Stock 12,627 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: 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
Option (Right to buy)   (2) 08/16/2024 Common Stock 14,000 $ 13.99 D  
Option (Right to buy)   (3) 08/17/2023 Common Stock 11,320 $ 19.37 D  
Option (Right to buy)   (4) 08/18/2022 Common Stock 7,350 $ 18.93 D  
Option (Right to buy)   (5) 08/20/2021 Common Stock 8,300 $ 17.53 D  
Option (Right to buy)   (6) 08/21/2020 Common Stock 3,900 $ 16.85 D  
Option (Right to buy)   (7) 08/15/2019 Common Stock 6,400 $ 12.08 D  
Option (Right to buy)   (8) 11/10/2018 Common Stock 20,000 $ 12.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wagner David G
1783 CONSTITUTION BOULEVARD
VALENCIA, PA 16059
      VP, Human Resources  

Signatures

/s/ Michelle L. Freehling, Attorney-in-Fact 11/17/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes (i) 2,760 shares underlying a restricted stock award granted to the reporting person under the 2009 Omnibus Incentive Plan, which will vest in full three years from the grant date of August 18, 2012; and (ii) 1,800 shares underlying a restricted stock award granted to the reporting person under the 2012 Omnibus Incentive Plan, which will vest in full three years from the grant date of June 20, 2014.
(2) The option vests in five equal installments beginning on August 16, 2015.
(3) The option vests in five equal installments beginning on August 17, 2014.
(4) The option vests in five equal installments beginning on August 18, 2013.
(5) The option vests in five equal installments beginning on August 20, 2012.
(6) The option vests in five equal installments beginning on August 21, 2011.
(7) The option vested in full on August 15, 2014.
(8) The option vested in full on November 10, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.