- Statement of Changes in Beneficial Ownership (4)
April 17 2009 - 4:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WHITE RICHARD
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2. Issuer Name
and
Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/
[
GIII
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O G-III APPAREL GROUP LTD., 512 SEVENTH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/15/2009
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(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0
(1)
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4/15/2009
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A
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5000
(2)
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4/15/2010
(3)
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4/15/2013
(4)
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Common Stock
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5000
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$0
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5000
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D
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Explanation of Responses:
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(
1)
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Each restricted stock unit represents a contingent right to receive one share of common stock of G-III Apparel Group, Ltd.
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(
2)
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Maximum number of restricted stock units that may vest.
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(
3)
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The restricted stock units will vest (a) only if the average closing price per share of G-III Apparel Group, Ltd. common stock on the Nasdaq Global Select Market is $6.93 or higher over a twenty consecutive trading day period occurring bewteen April 15, 2009 and April 14, 2013, (b) in equal annual increments of 25% and (c) only if the Reporting Person continues to serve as a director of or continues to provide services to G-III Apparel Group, Ltd. The vesting conditions are further described in a Form 8-K filed by G-III Apparel Group, Ltd. on or about April 21, 2009.
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(
4)
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If the restricted stock units do not vest by the fourth anniversary of the date of grant, they will be canceled.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WHITE RICHARD
C/O G-III APPAREL GROUP LTD.
512 SEVENTH AVENUE
NEW YORK, NY 10018
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X
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Signatures
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Richard White
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4/17/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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