FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Shaffer Michael A
2. Issuer Name and Ticker or Trading Symbol

PVH CORP. /DE/ [ PVH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, COO and CFO
(Last)          (First)          (Middle)

C/O PVH CORP., 200 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/7/2017
(Street)

NEW YORK, NY 10016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $1 par value   4/7/2017     A    7364   (1) A $0   36794   (2) D  
 
Common Stock, $1 par value   4/7/2017     F    724   (3) D $101.90   36070   (4) D  
 
Common Stock, $1 par value                  6704.0704   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy)   (5) $101.90   4/7/2017     A      18500         (6) 4/7/2027   Common Stock, $1 par value   18500   $0   18500   D  
 

Explanation of Responses:
(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% (1,841 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
(2)  Includes 26,454 shares of Common Stock subject to awards of restricted stock units.
(3)  Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,956 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.
(4)  Includes 24,498 shares of Common Stock subject to awards of restricted stock units.
(5)  All options exercisable for shares of Issuer's Common Stock, $1 par value.
(6)  Options to acquire 4,625 shares become exercisable on each of 4/7/2018, 4/7/2019, 4/7/2020 and 4/7/2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shaffer Michael A
C/O PVH CORP.
200 MADISON AVENUE
NEW YORK, NY 10016


EVP, COO and CFO

Signatures
Michael A. Shaffer 4/10/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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