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. 4)*
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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) |
12/02/2025 (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
14,868,245.00 | ||||||||
| 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)
7.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8,10 and 11: The Reporting Person holds 106,865 shares of Series B-2 Preferred Stock, which are convertible into 14,775,938 shares of Common Stock. On December 2, 2025, in accordance with the terms of the Statement with Respect to Shares, the Issuer elected to effect a mandatory conversion of the 106,865 shares of Series B-2 Convertible Preferred Stock held by the Reporting Person into 14,775,938 shares of Common Stock. The conversion will be effective on December 15, 2025. 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, (iii) 7,592,307 shares of Common Stock issued to the Reporting Person upon the conversion of 20,977 shares of Series B-1 Preferred Stock and 33,135 shares of Series B-2 Preferred Stock on November 24, 2025, and (iv) 14,775,938 shares of Common Stock to issuable to the Reporting Person upon the conversion of 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. 4 ("Amendment No. 4") 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, Amendment No. 2 to Schedule 13D filed on November 12, 2025 and Amendment No. 3 to Schedule 13D filed on November 24, 2025 (the "Initial Statement", together with this Amendment No. 4, the "Schedule 13D"), 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 4. | Purpose of Transaction | |
Item 4 of the Initial Statement is hereby amended and supplemented to add the following: Conversion of Convertible Preferred Stock On December 2, 2025, in accordance with the terms of the Statement with Respect to Shares, the Issuer elected to effect a mandatory conversion of the 106,865 shares of Series B-2 Convertible Preferred Stock held by the Reporting Person into 14,775,938 shares of Common Stock. The conversion will be effective on December 15, 2025. | ||
| 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 this Schedule 13D, the Reporting Person has not effected any transactions in the Common Shares during the past sixty days. | |
| (d) | Except as otherwise described in this Schedule 13D, 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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