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^*

Shaffer Michael A

(Last)

(First)

(Middle)

C/O PVH CORP.

200 MADISON AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

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)
	EVP, COO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2018

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, $1 par value	04/06/2018		A		5,108⁽¹⁾	A	$0	32,687⁽²⁾	D
Common Stock, $1 par value	04/07/2018		F		902⁽³⁾	D	$156.73	31,785⁽⁴⁾	D
Common Stock, $1 par value	04/09/2018		M		9,281	A	$115.05	41,066⁽⁴⁾	D
Common Stock, $1 par value	04/09/2018		S		9,281	D	$157.0401⁽⁵⁾	31,785⁽⁴⁾	D
Common Stock, $1 par value	04/10/2018		M		3,819	A	$115.05	35,604⁽⁴⁾	D
Common Stock, $1 par value	04/10/2018		M		12,100	A	$124.53	47,704⁽⁴⁾	D
Common Stock, $1 par value	04/10/2018		M		10,500	A	$107.47	58,204⁽⁴⁾	D
Common Stock, $1 par value	04/10/2018		M		1,250	A	$103.35	59,454⁽⁴⁾	D
Common Stock, $1 par value	04/10/2018		M		9,450	A	$99.39	68,904⁽⁴⁾	D
Common Stock, $1 par value	04/10/2018		S		37,119	D	$157.3952⁽⁶⁾	31,785⁽⁴⁾	D
Common Stock, $1 par value								6,710.3171	I	By 401(k) Plan

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)
Option (Right to Buy)	$156.73	04/06/2018		A		16,000		⁽⁷⁾	04/06/2028	Common Stock, $1 par value.	16,000	$0	16,000	D
Option (Right to Buy)	$115.05	04/09/2018		M			9,281	⁽⁸⁾	05/01/2023	Common Stock, $1 par value.	9,281	$0	3,819	D
Option (Right to Buy)	$115.05	04/10/2018		M			3,819	⁽⁸⁾	05/01/2023	Common Stock, $1 par value.	3,819	$0	0	D
Option (Right to Buy)	$124.53	04/10/2018		M			12,100	⁽⁹⁾	04/03/2024	Common Stock, $1 par value.	12,100	$0	0	D
Option (Right to Buy)	$107.47	04/10/2018		M			10,500	⁽¹⁰⁾	04/02/2025	Common Stock, $1 par value.	10,500	$0	3,500	D
Option (Right to Buy)	$103.35	04/10/2018		M			1,250	⁽¹¹⁾	04/30/2025	Common Stock, $1 par value.	1,250	$0	1,250	D
Option (Right to Buy)	$99.39	04/10/2018		M			9,450	⁽¹²⁾	04/01/2026	Common Stock, $1 par value.	9,450	$0	9,450	D

Explanation of Responses:

1. Represents shares subject to an award of restricted stock units. Each unit represents a contingent right to receive one share of Issuer's Common Stock. The units vest 25% (1,277 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.

2. Includes 19,066 shares of Common Stock subject to awards of restricted stock units.

3. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,841 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.

4. Includes 17,225 shares of Common Stock subject to awards of restricted stock units.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.14, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.86, 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.

7. Options to acquire 4,000 shares become exercisable on each of 4/6/2019, 4/6/2020, 4/6/2021 and 4/6/2022.

8. This was part of a grant of 13,100 options. Options to acquire 3,275 shares became exercisable on each of 5/1/14, 5/1/15, 5/1/16 and 5/1/17.

9. Options to acquire 3,025 shares became exercisable on each of 4/3/15, 4/3/16, 4/3/17 and 4/3/18.

10. This was part of a grant of 14,000 options. Options to acquire 3,500 shares became exercisable on each of 4/2/16, 4/2/17, and 4/2/18 and an additional 3,500 will be come exercisable on 4/2/19.

11. This was part of a grant of 2,500 options. Options to acquire 625 shares became exercisable on each of 4/30/16 and 4/30/17 and an additional 625 will become exercisable on each of 4/30/18 and 4/30/19.

12. This was part of a grant of 18,900 options. Options to acquire 4,725 shares became exercisable on each of 4/1/17 and 4/1/18 and an additional 4,725 will become exercisable on each of 4/1/19 and 4/1/20.

Remarks:

	Michael A. Shaffer	04/10/2018
	** 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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