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 *

DUANE FRANCIS K
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)
CEO, Wholesale Apparel
(Last)          (First)          (Middle)

C/O 200 MADISON AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/25/2017
(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   8/25/2017     M    12300   D $91.88   29812   (1) D  
 
Common Stock, $1 par value   8/25/2017     M    7600   D $107.47   37412   (1) D  
 
Common Stock, $1 par value   8/25/2017     M    4100   D $99.39   41512   (1) D  
 
Common Stock, $1 par value   8/25/2017     S    13400   D $126.0615   (2) 28112   (1) D  
 
Common Stock, $1 par value   8/25/2017     S    5300   D $127.4811   (3) 22812   (1) D  
 
Common Stock, $1 par value   8/25/2017     S    5300   D $128.2407   (4) 17512   (1) D  
 
Common Stock, $1 par value                  1722.6025   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)   (4) $91.88   8/25/2017     M         12300      (5) 4/5/2022   Common Stock, $1 par value.   12300   $0   0   D  
 
Option (Right to Buy)   (4) $107.47   8/25/2017     M         7600      (6) 4/2/2025   Common Stock, $1 par value.   7600   $0   7600   D  
 
Option (Right to Buy)   (4) $99.39   8/25/2017     M         4100      (7) 4/1/2026   Common Stock, $1 par value.   4100   $0   12300   D  
 

Explanation of Responses:
(1)  Includes 15,254 shares of Common Stock subject to awards of restricted stock units.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.00 to $126.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.2201 to $127.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.07 to $128.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(5)  This was a grant of 16,400 options, 4,100 of which became exerciseable on each of 4/5/13, 4/5/14, 4/5/15 and 4/5/16.
(6)  This was a grant of 15,200 options, 3,800 of which became exerciseable on each of 4/2/16 and 4/2/17, and 3,800 of which will become exercisable on each of 4/2/18 and 4/2/19.
(7)  This was a grant of 16,400 options, 4,100 of which became exerciseable on 4/1/17, and 4,100 of which will become exercisable on each of 4/1/18, 4/1/19 and 4/1/20.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DUANE FRANCIS K
C/O 200 MADISON AVENUE
18TH FLOOR
NEW YORK, NY 10016


CEO, Wholesale Apparel

Signatures
Francis K. Duane 8/29/2017
** 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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