Statement of Changes in Beneficial Ownership (4)
January 18 2018 - 6:07PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
SHIFFMAN STEVEN B
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2. Issuer Name
and
Ticker or Trading Symbol
PVH CORP. /DE/
[
PVH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO, Calvin Klein
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(Last)
(First)
(Middle)
C/O CALVIN KLEIN, INC., 205 WEST 39TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/16/2018
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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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Common Stock, $1 par value
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1/16/2018
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M
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3100
(1)
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A
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$26.11
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20419
(2)
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D
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Common Stock, $1 par value
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1/16/2018
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S
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3100
(1)
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D
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$143.76
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17316
(2)
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D
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Common Stock, $1 par value
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1947.696
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I
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By 401(k) Plan
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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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Option (Right to Buy)
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$26.11
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1/16/2018
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M
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3100
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(3)
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4/16/2019
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Common Stock, $1 par value.
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3100
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$0
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0
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D
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Explanation of Responses:
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(1)
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In accordance with a domestic relations order, the reporting person transferred to his ex-wife the beneficial ownership of the number of shares of Common Stock subject to stock option awards granted on the dates shown: 3,100 granted on 4/16/09; 1,750 granted on 4/6/10; 1,600 granted on 4/7/11; 1,550 granted on 4/5/12; 1,650 granted on 5/1/13; 1,550 granted on 4/3/14; 1,600 granted on 7/1/14; and 3,500 granted on 4/2/15. The reporting person is deemed to hold these options for the benefit of his ex-wife and can exercise these options solely upon the direction of his ex-wife. The reporting person disclaims beneficial ownership of these options and the underlying shares. The shares reported in Column 4 of Table I were shares delivered to the reporting person pursuant to the exercise of stock options granted on 4/16/09. These options were exercised and the shares were sold at the direction of the reporting person's ex-wife. The reporting person had no pecuniary interest in these shares.
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(2)
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Includes 15,267 shares of Common Stock subject to awards of restricted stock units, of which rights to 1,575 of the shares have been transferred to the reporting person's ex-wife pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of the 1,575 transferred shares.
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(3)
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Options to acquire 775 shares became exercisable on each of 4/16/10, 4/16/11, 4/16/12 and 4/16/13.
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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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SHIFFMAN STEVEN B
C/O CALVIN KLEIN, INC.
205 WEST 39TH STREET
NEW YORK, NY 10018
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President & CEO, Calvin Klein
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Signatures
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Steven B. Shiffman
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1/18/2018
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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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