Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Coherent Corp. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
19247G107 (CUSIP Number) |
Bain Capital Investors, LLC 200 Claredon Street, Boston, MA, 02116 617-516-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/07/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 19247G107 |
| 1 |
Name of reporting person
BCPE Watson (DE) BML, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
22,368,245.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: The Reporting Person holds 20,977 shares of Series B-1 Preferred Stock and 140,000 shares of Series B-2 Preferred Stock. Pursuant to the terms of the Statement with Respect to Shares, such shares were convertible into an aggregate of 22,368,245 shares of Common Stock at the sole discretion of the Reporting Person. Row 13: Based on (i) 157,153,611 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 5, 2025, (ii) 7,754,252 shares of Common Stock issued to the Reporting Person upon the conversion of 54,023 shares of Series B-1 Preferred Stock on November 7, 2025 and (iii) 22,368,245 shares of Common Stock issuable to the Reporting Person upon the conversion of Series B-1 Preferred Stock and Series B-2 Preferred Stock held by the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
Coherent Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
375 Saxonburg Boulevard, Saxonburg,
PENNSYLVANIA
, 16056. | |
Item 1 Comment:
This Amendment No.2 ("Amendment No. 2") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 11, 2022, as amended by Amendment No. 1 to Schedule 13D filed on March 7, 2024 (together, the "Initial Statement"), with respect to shares of Common Stock, no par value (the "Common Stock"), of Coherent Corp., a Pennsylvania corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Initial Statement is hereby amended and supplemented to add the following: The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Initial Statement is hereby amended and supplemented to add the following: Conversion of Convertible Preferred Stock and sale of Common Stock On November 7, 2025 the Reporting Persons converted 54,023 shares of Series B-1 Convertible Preferred Stock, no par value per share, held by the Reporting Persons into 7,754,252 shares of Common Stock in accordance with the terms of the Statement with Respect to Shares. On November 7, 2025, the Reporting Person sold 7,500,000 shares of Common Stock in a block trade pursuant to Rule 144 of the Securities Act of 1933 at a price of $143.37 per share, for an aggregate amount of $1,075,275,000. On November 10, 2025 the Reporting Person distributed an aggregate of 254,252 shares of Common Stock to one or more members or partners of the Reporting Person in connection with certain charitable gifts to be made by such members or partners or their direct and indirect owners, for no consideration. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5. | |
| (b) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5. | |
| (c) | Except as described in Item 4 herein, the Reporting Person has not effected any transactions in the Common Shares during the past sixty days. | |
| (d) | Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| 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.
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