Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(Cusip Number)

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

(Date of Event Which Requires Filing of this Statement)

 

 

*      Includes 89,555 shares subject to stock options held by Dr. Johnson and exercisable within sixty (60) days of April 16, 2010.

CUSIP No. 902104 10 8		13D		Page 3 of 5

Item 1. Security and Issuer

     This statement on Schedule 13D (this “Schedule”) relates to shares of common stock, no par value (the “Common Stock”), of II-VI Incorporated, a Pennsylvania corporation (the “Company”). The address and principal office of the Company is 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.

Item 2. Identity and Background.

     (a) This Schedule 13D is being filed by Carl J. Johnson.

     (b), (c) Carl J. Johnson is the Chairman of the Company. The address of Carl J. Johnson and the Company is 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.

     (d), (e) During the past five years, Carl J. Johnson has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

     (f) U.S.A.

Item 3. Source and Amount of Funds or Other Consideration.

     No funds have been utilized to acquire Company Common Stock in the open market by Carl J. Johnson since the filing of his last Schedule 13D amendment. The shares of Company Common Stock covered by this filing include shares purchased by Carl J. Johnson from the Company from personal funds, shares acquired by him from the Company pursuant to stock splits and dividends, shares issued to him by the Company as bonuses or compensation, and shares sold in the open market or transferred by Carl J. Johnson to certain charitable trusts and nonprofit corporations over which Carl J. Johnson has shared voting and dispositive power as a trustee (see Item 4 for additional discussion).

Item 4. Purpose of the Transaction

          Carl J. 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, Carl J. Johnson may acquire shares of the Company Common Stock pursuant to options granted to him by the Company or, for investment purposes, Carl J. 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 the Johnson Family Foundation, a charitable family trust in which Carl J. Johnson is co-trustee with his wife (the “Johnson Foundation”), the II-VI Incorporated Foundation, a Pennsylvania nonprofit corporation for which Carl J. Johnson serves as a trustee (the “II-VI Foundation”), or other charitable organizations.

          The original Schedule 13D was filed to report the acquisition of beneficial ownership of shares of Company Common Stock by Carl J. Johnson resulting from the acquisition by him (pursuant to a Voting Trust Agreement entered into in connection with the settlement of divorce proceedings) of certain rights of first refusal and option rights with respect to shares of the Company Common Stock held by the Voting Trust and his former spouse. Each of Amendments No. 1, No. 2, No. 3 and No. 4 was filed to report that Carl J. Johnson then beneficially held more than 1% less of the outstanding Company Common Stock than reported in the prior Schedule 13D as a result of the disposition of shares by his former spouse and/or the Voting Trust, which shares were reported on the original Schedule 13D as beneficially owned by Carl J. Johnson due to certain rights of first refusal, voting rights and option rights over such shares. This current Amendment No. 5 is being filed to report that Carl J. Johnson beneficially holds more than 1% less of the outstanding Company Common Stock than reported in Amendment No. 4 as a result of different transactions of varying sizes that have taken place since the filing of Amendment No. 4, including a disposition of all shares held by the Voting Trust to the former spouse of Carl J. Johnson.

Item 5. Interest in Securities of the Issuer.

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               (a) - (b) Carl J. Johnson has the sole voting and dispositive power over 2,615,015 shares (8.48% of the outstanding Company Common Stock) owned by him (including 89,555 shares, 0.29% of the outstanding Company Common Stock, over which he has the right to acquire ownership within 60 days pursuant to the exercise of vested options). In addition, Carl J. Johnson has shared voting and dispositive power over (i) 727,064 shares (2.37% of the outstanding Company Common Stock) held by Margot A. Johnson, Carl J. Johnson’s wife (over which shares he disclaims beneficial ownership), (ii) 291,910 shares (0.95% of the outstanding Company Common Stock) held by the Johnson Foundation (over which shares he disclaims beneficial ownership), and (iii) 550,595 shares (1.79% of the outstanding Company Common Stock) held by the II-VI Foundation (over which shares he disclaims beneficial ownership).

          In the aggregate, Carl J. Johnson has the beneficial ownership of 4,184,584 shares (or 13.57%) of the Company Common Stock, including the right to acquire (pursuant to Company options) 89,555 shares (or 0.29%) of Company Common Stock.

The above calculations are based upon the number of outstanding shares of the Company’s common stock reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.

     (c) - (d) Since the filing of Amendment No. 4, 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 Carl J. Johnson, with the exception of the transfer by the Voting Trust of 251,650 shares in February 2001 to the former spouse of Carl J. Johnson. In addition, Carl J. Johnson gifted 333,556 and 287,439 shares of Company Common Stock to the II-VI Foundation in May 2007 and May 2008, respectively, but maintains shared voting and dispositive power over such shares as a trustee of the II-VI Foundation, along with the other trustees of the II-VI Foundation.

     (e) N/A

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

     The information set forth, or incorporated by reference, in Items 3, 4 and 5 is incorporated by reference to this Item 6. Except as otherwise described in this Schedule, Carl J. 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: April 16, 2010