FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * KRAMER FRANCIS J 2. Issuer Name and Ticker or Trading Symbol II-VI INC [ IIVI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O II-VI INC., 375 SAXONBURG BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)
3/1/2021
(Street)
SAXONBURG, PA 16056
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  3/1/2021    F    4209.00 (1) D $86.81  265686.00 (2) D   
Common Stock  8/28/2021    A    3144.00 (3) A $0.00  268830.00  D   
Common Stock                 35000.00  I  By GRAT (4)
Common Stock                 285401.00  I  By Spousal Limited Access Trust (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  These shares were withheld by the company to discharge withholding tax obligations of the reporting person and do not constitute an actual sale or other open market transaction.
(2)  Includes 3,501 shares previously reported as being beneficially owned indirectly by the reporting person but which have been distributed to the reporting person by a GRAT.
(3)  These shares represent a restricted stock unit award granted to the reporting person. The award will vest in three equal annual installments beginning on August 28, 2022.
(4)  The reporting person disclaims beneficial ownership of these securities, other than to the extent of the reporting person's pecuniary interest therein, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KRAMER FRANCIS J
C/O II-VI INC.
375 SAXONBURG BLVD.
SAXONBURG, PA 16056
X



Signatures
/s/ Jeffrey W. Acre, Attorney-in-Fact 8/31/2021
**Signature of Reporting Person Date
II VI (NASDAQ:IIVI)
Historical Stock Chart
From Sep 2021 to Oct 2021 Click Here for more II VI Charts.
II VI (NASDAQ:IIVI)
Historical Stock Chart
From Oct 2020 to Oct 2021 Click Here for more II VI Charts.