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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Nonqualified Stock Options (Right to Buy) | $ 27.93 | 03/19/2008 | A | 24,000 | 03/18/2009(4) | 03/19/2018 | Common Stock | 24,000 | $ 0 | 24,000 (3) | D (3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Press Clifford C/O OLIVER PRESS PARTNERS, INC. 152 WEST 57TH STREET NEW YORK, NY 10019 |
X | |||
| /s/ Clifford Press | 03/21/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Grant of restricted stock units cliff vesting on the day prior to the issuer's 2011 annual stockholders' meeting. Each restricted stock unit represents a contingent right to receive one share of Coherent common stock. |
| (2) | The reporting person is a director of Coherent, Inc. (the "Company"). The reporting person is also a (i) Managing Member of Oliver Press Investors, LLC, a Delaware limited liability company and the general partner of each of Davenport Partners, L.P., a Delaware limited partnership ("Davenport"), JE Partners, a Bermuda partnership ("JE"), and Oliver Press Master Fund LP, a Cayman limited partnership ("Master Fund"; and, together with Davenport and JE, the "Partnerships"), and (ii) Managing Member of Oliver Press Partners, LLC, a Delaware limited liability company and the investment advisor to each of the Partnerships. The Partnerships own certain securities of the Company, all of which are subject to the shared voting and investment authority of the reporting person, among others. The reporting person's interest in the securities reported on Table I herein is limited to the extent of his pecuniary interest in the Partnerships, if any. |
| (3) | Upon ultimate realization of cash proceeds with respect to the 2000 restricted stock units and the 24000 nonqualified stock options, such cash proceeds may be applied as a credit against management fees payable by the Partnerships. The reporting person's interest in the securities reported on Table I and Table II herein is limited to the extent of his pecuniary interest in such securities, if any. |
| (4) | These options become exercisable as to one-third of the common shares on each successive vest date of 3/18/2009, 3/18/2010, and 3/18/2011. |