SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NAGGIAR CAROLINE D

(Last)

(First)

(Middle)

TIFFANY & CO.

727 FIFTH AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO [ TIF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SENIOR VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 Par	02/12/2014		M		22,000	A	$43.37	49,325	D
Common Stock $.01 Par	02/12/2014		M		13,500	A	$58	62,825	D
Common Stock $.01 Par	02/12/2014		M		10,000	A	$60.54	72,825	D
Common Stock $.01 Par	02/12/2014		M		4,750	A	$63.76	77,575	D
Common Stock $.01 Par	02/12/2014		M		50,250	D	$87.033	27,325⁽¹⁾	D
Common Stock $.01 Par								49	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$43.37	02/12/2014		M			22,000	⁽²⁾	01/20/2020	Common Stock	22,000	$0	0⁽³⁾	D
Employee Stock Option (Right to Buy)	$58	02/12/2014		M			13,500	⁽⁴⁾	01/20/2021	Common Stock	13,500	$0	4,500⁽⁵⁾	D
Employee Stock Option (Right to Buy)	$60.54	02/12/2014		M			10,000	⁽⁶⁾	01/18/2022	Common Stock	10,000	$0	10,000⁽⁷⁾	D
Employee Stock Option (Right to Buy)	$63.76	02/12/2014		M			4,750	⁽⁸⁾	01/16/2023	Common Stock	4,750	$0	14,250⁽⁹⁾	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $86.995 to $87.145 per share. The reporting person's broker has provided to the issuer and issuer will provide any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. Options granted under 16(b) Plan on January 20, 2010. The option vested in four equal installments on January 20, 2011, 2012, 2013 and 2014.

3. Total grant 22,000 shares. 0 shares previously exercised.

4. Options granted under 16(b) Plan on January 20, 2011. The option vested in four equal installments on January 20, 2012, 2013, 2014 and 2015.

5. Total grant 18,000 shares. 0 shares previously exercised.

6. Options granted under 16(b) Plan on January 18, 2012. The option vests in four equal installments on January 18, 2013, 2014, 2015 and 2016.

7. Total grant 20,000 shares. 0 shares previously exercised.

8. Options granted under 16(b) Plan on January 16, 2013. The option vests in four equal installments on January 16, 2014, 2015, 2016 and 2017.

9. Total grant 19,000 shares. 0 shares previously exercised.

Remarks:

	/s/ Patrick B. Dorsey, Attorney-in-Fact	02/13/2014
	** 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.
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