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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO [ TIF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock $.01 Par | 04/04/2016 | M | 67,000 | A | $58 | 112,260(1) | D | |||
Common Stock $.01 Par | 04/04/2016 | M | 53,250 | A | $60.54 | 165,510(1) | D | |||
Common Stock $.01 Par | 04/04/2016 | M | 34,500 | A | $63.76 | 200,010(1) | D | |||
Common Stock $.01 Par | 04/04/2016 | S | 102,926 | D | $72.4123(2) | 97,084(1) | D | |||
Common Stock $.01 Par | 04/04/2016 | S | 51,824 | D | $73.5002(3) | 45,260(1) | D | |||
Common Stock $.01 Par | 50,000 | I | By Trust | |||||||
Common Stock $.01 Par | 17,572 | I | By Kowalski Family Foundation |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $58 | 04/04/2016 | M | 67,000 | (4) | 01/20/2021 | Common Stock $.01 Par | 67,000 | $0 | 0(5) | D | ||||
Employee Stock Option (Right to Buy) | $60.54 | 04/04/2016 | M | 53,250 | (6) | 01/18/2022 | Common Stock $.01 Par | 53,250 | $0 | 0(7) | D | ||||
Employee Stock Option (Right to Buy) | $63.76 | 04/04/2016 | M | 34,500 | (8) | 01/16/2023 | Common Stock $.01 Par | 34,500 | $0 | 0(9) | D |
Explanation of Responses: |
1. 848 shares in the total is an unvested restricted stock unit grant. |
2. The price in Column 4 is a weighted average price. The price actually received ranged from $72.06 to $73.05 per share. The reporting person's broker has provided to the issuer and the 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. |
3. The price in Column 4 is a weighted average price. The price actually received ranged from $73.06 to $74.05 per share. The reporting person's broker has provided to the issuer and the 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. |
4. Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2011. The option vested in four equal annual installments on January 20, 2012, 2013, 2014 and 2015. |
5. Total grant 67,000 shares. 0 shares previously exercised. |
6. Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 18, 2012. The option was scheduled to vest in four equal annual installments on January 18, 2013, 2014, 2015 and 2016. Pursuant to the applicable terms of such option, 17,750 unvested options were forfeited upon Mr. Kowalski's retirement as Chief Executive Officer, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015. |
7. 53,250 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised. |
8. Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 16, 2013. The option was scheduled to vest in four equal annual installments on January 16, 2014, 2015, 2016 and 2017. Pursuant to the applicable terms of such option, 34,500 unvested options were forfeited upon Mr. Kowalski's retirement as Chief Executive Officer, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015. |
9. 34,500 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised. |
Remarks: |
/s/ John C. Duffy, Attorney-in-Fact | 04/06/2016 | |
** 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. | ||
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 Number. |