X0202 4 2008-05-15 0 0000098246 TIFFANY & CO (TIF) 0000928264 MAY PETER W 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE NEW YORK NY 10017 0 0 0 1 Less than 10% owner Common Stock 10718600 I Please see explanation below Non-Qualified Stock Option (Right to Buy) 48.88 2008-05-15 4 A 0 20000 0 A 2008-05-16 2018-05-15 Common Stock 20000 20000 I Please see explanation below Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Parallel Fund II, L.P. ("Parallel Fund II" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account. (FN 1, contd.) Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore and Trian Offshore. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II. Mr. May is a managing member of each of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC and Parallel Fund II GP LLC (the "Management Entities") and therefore is in a position to determine the investment and voting decisions made by the Trian Entities and the Separate Account. (FN 2, contd.) Accordingly, Mr. May may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities. Mr. May disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. May is a director of the Issuer. The options were granted pursuant to the Tiffany & Co. 2008 Directors Equity Compensation Plan and become exerciable on the first business day following the Date of Grant. /s/ May, Peter W. 2008-05-15 By: By: Edward P. Garden, member of the general partner of 2008-05-15