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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 | ||||||||
Option (Right to Buy) (6) | $ 64.97 | 04/07/2011 | A | 39,600 | (7) | 04/07/2021 | Common Stock, $1 par value | 39,600 | $ 0 | 39,600 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GEHRING FRED C/O TOMMY HILFIGER U.S.A., INC. 601 WEST 26TH STREET NEW YORK, NY 10001 |
X | CEO of Tommy Hilfiger |
Fred Gehring | 04/11/2011 | |
**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) | Represents shares subject to an award of restricted stock units. Each unit represents a contingent right to receive one share of Issuer's Common Stock. The units vest 25% (2,640 shares) on the second anniversary of grant, 25% (2,640 shares) on the third anniversary of grant and 50% (5,280 shares) on the fourth anniversary of grant. Vested shares will are delivered as soon as practicable after they vest. |
(2) | Represents shares of Common Stock subject to awards of restricted stock units. |
(3) | Mr. Gehring indirectly beneficially owns these shares of Common Stock by virtue of interests Mr. Gehring holds in Elmira 5 B.V. Previously, 170,850 of these shares wrere reported as shares over which Mr. Gehring had voting rights but were otherwise indirectly beneficially owned by Mr. Gehring's children by virtue of their ownership of interests in Elmira 5 B.V. Mr. Gehring acquired his children's interests in Elmira 5 B.V. The aggregate number of shares of Common Stock beneficially owned by Elmira 5 B.V. is 1,941,738 shares. |
(4) | The shares of Common Stock reported on this row are held in escrow pursuant to escrow arrangements whereby a portion of such shares may be forfeited to satisfy indemnity or purchase price adjustment payments made to Issuer, or because certain time vesting conditions are not met. |
(5) | Represents shares of Common Stock beneficially owned by Tommy Hilfiger Holding S.a.r.l. that Stichting Pakera (a holder of interests in Tommy Hilfiger Holding S.a.r.l. and a foundation, the beneficiaries of which are certain friends and family of Mr. Gehring) would be entitled to receive when and if shares of Common Stock beneficially owned by Tommy Hilfiger Holding S.a.r.l. are distributed to holders of interests therein, and over which Mr. Gehring has voting rights. Mr. Gehring disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(6) | All options exercisable for shares of Issuer's Common Stock, $1 par value. |
(7) | Options to acquire 9,900 shares become exercisable on each of 4/7/2012, 4/7/2013, 4/7/2014 and 4/07/2015. |