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^*

MEYER DWIGHT

(Last)

(First)

(Middle)

C/O THE WARNACO GROUP, INC.

501 SEVENTH AVENUE

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WARNACO GROUP INC /DE/ [ WRC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres Global Sourc, Dist & Log

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2013

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, par value $0.01 per share	02/13/2013		D		14,028	D	⁽¹⁾	0	D

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 Options (right to buy)	$43.28	02/13/2013		D			4,550	⁽²⁾	03/03/2020	Common Stock, par value $0.01 per share	4,550	⁽²⁾	0	D
Employee Stock Options (right to buy)	$55.57	02/13/2013		D			6,566	⁽³⁾	03/01/2021	Common Stock, par value $0.01 per share	6,566	⁽³⁾	0	D
Employee Stock Options (right to buy)	$56.54	02/13/2013		D			10,205	⁽⁴⁾	03/06/2022	Common Stock, par value $0.01 per share	10,205	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	02/13/2013		D			15,176	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	15,176	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁶⁾	02/13/2013		A		7,979		⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01 per share	7,979	⁽⁶⁾	16,714	D
Restricted Stock Units	⁽⁷⁾	02/13/2013		D			16,714	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	16,714	⁽⁷⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of October 29, 2012 (the "Merger Agreement"), among The Warnaco Group, Inc. ("Warnaco"), PVH Corp. ("PVH") and Wand Acquisition Corp., a wholly-owned subsidiary of PVH ("Merger Sub"), Merger Sub merged with and into Warnaco, with Warnaco continuing as the surviving corporation and a wholly-owned subsidiary of PVH. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each share of Warnaco restricted stock that was outstanding immediately prior to the Effective Time was assumed by PVH and converted into an award of or relating to 8570 shares of PVH common stock.

2. Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 2779 shares of PVH common stock at $70.85 per share.

3. Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 4011 shares of PVH common stock at $90.97 per share.

4. Pursuant to the Merger Agreement, at the Effective Time, these Warnaco stock options were assumed by PVH and converted into an option to acquire 6234 shares of PVH common stock at $92.56 per share.

5. Pursuant to the Merger Agreement, at the Effective Time, each Warnaco restricted stock unit that was outstanding immediately prior to the Effective Time was assumed by PVH and converted into an award of or relating to 9271 shares of PVH common stock.

6. Pursuant to the Merger Agreement, at the Effective Time, each Warnaco performance share unit that was outstanding immediately prior to the Effective Time, and with respect to which the applicable performance period had not been completed as of the Effective Time, became fully vested at the target level.

7. Pursuant to the Merger Agreement, at the Effective Time, each Warnaco performance share unit that was outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.1822 of a share of PVH common stock and (ii) $51.75 in cash, less applicable tax withholding (the "Merger Consideration") (except that in the case of performance share units with respect to which the applicable performance period had been completed as of the Effective Time, the actual number of performance share units converted into the right to receive the Merger Consideration, less applicable tax withholding, remains subject to adjustment following the results of the audit of Warnaco's financial statements for the fiscal year ended December 29, 2012).

Remarks:

	/s/ Ericka Alford as Attorney-in-Fact for Dwight Meyer	02/15/2013
	** 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).
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