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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 | ||||||||
Class B Common Stock | (1) | 03/02/2010 | J(2)(3) | 1,557,503 (4) | (1) | (1) | Class A Common Stock | 1,557,503 | $ 0 | 0 | I | By RL Family, L.P. | |||
Class B Common Stock | (1) | 03/02/2010 | J(2)(3) | 10,310,514 (5) | (1) | (1) | Class A Common Stock | 10,310,514 | $ 0 | 0 | I | By RL Holding, L.P. | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 22,256,424 (6) | 22,256,424 | D | ||||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 5,904,966 | 5,904,966 | I | By GRATs | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,183,862 | 3,183,862 | I | By Wife's GRATs |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAUREN RALPH 650 MADISON AVENUE NEW YORK, NY 10022 |
X | X | Chairman & CEO |
/s/ Ralph Lauren | 03/04/2010 | |
**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) | Each share of Class B Common Stock is immediately convertible on a one-for-one basis into a share of Class A Common Stock. |
(2) | On March 2, 2010, (i) the reporting person received a distribution of his pro rata interest in the shares of Class B Common Stock held by RL Family, L.P. and (ii) RL Holding, L.P. distributed the shares of Class B Common Stock it held on a pro rata basis to the reporting person, RL Holding Group, Inc. and RL Family, L.P. On March 3, 2010, (i) RL Holding Group, Inc. distributed the shares of Class B Common Stock it held to the reporting person and (ii) RL Family, L.P. distributed the 8,792,342 shares of Class B Common Stock it held to Lauren Family, L.L.C., a limited liability company of which the members are trusts for the benefit of the reporting person's children. |
(3) | The distributions reported in this Form 4 were effected in connection with the reporting person's individual long-term estate planning strategy and to simplify the reporting person's holding structures of Class B Common Stock. |
(4) | Of these 1,557,503 shares of Class B Common Stock, 383,280 shares of Class B Common Stock were distributed to the reporting person. |
(5) | Of these 10,310,514 shares of Class B Common Stock, 2,589,290 shares of Class B Common Stock were distributed to the reporting person and 103,105 shares of Class B Common Stock were distributed to RL Holding Group, Inc. |
(6) | This number includes (i) 383,280 shares of Class B Common Stock that the reporting person received in a distribution from RL Family, L.P. on March 2, 2010, (ii) 2,589,290 shares of Class B Common Stock that the reporting person received in a distribution from RL Holding, L.P. on March 2, 2010 and (iii) 133,834 shares of Class B Common Stock that the reporting person received in a distribution from RL Holding Group, Inc. on March 3, 2010. |