SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. )

Tiffany & Co.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

886547108

(CUSIP Number)

Eleazer Klein, Esq.
Aneliya Crawford, Esq.

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 14, 2017

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 886547108 SCHEDULE 13D Page 2 of 8 Pages

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,095,740 Shares (including options to purchase 1,399,700 Shares)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 6,095,740 Shares (including options to purchase 1,399,700 Shares)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,095,740 Shares (including options to purchase 1,399,700 Shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 4.9%
14	TYPE OF REPORTING PERSON IA

CUSIP No. 886547108 SCHEDULE 13D Page 3 of 8 Pages

1	NAME OF REPORTING PERSON FRANCESCO TRAPANI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 200,000 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 200,000 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 200,000 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.2%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 886547108 SCHEDULE 13D Page 4 of 8 Pages

As of the date of event which required the filing of this Statement on Schedule 13D, the Reporting Persons may have been deemed to be members of a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder for the purpose of working together to appoint Francesco Trapani (“Mr. Trapani”) to the board of directors of the Issuer (the “Board”). From and after the time of signing the Cooperation Agreement and the Trapani Cooperation Agreement (each as defined herein), the Reporting Persons are independent of each other and are no longer working together for any purpose and believe they should no longer be deemed to be a “group.” Due to the fact that as of the date hereof each of the Reporting Person’s individual beneficial ownership is less than 5% of the outstanding Shares, this filing constitutes an exit filing for each of the Reporting Persons.

Item 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to the shares (“Shares”) of common stock, par value $0.01 per share, of Tiffany & Co., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 727 Fifth Avenue, New York, NY 10022.

Item 2. IDENTITY AND BACKGROUND

(a) This statement is filed by (i) JANA Partners LLC, a Delaware limited liability company (“JANA”); and (ii) Francesco Trapani (“Mr. Trapani”) (together, the “Reporting Persons”). JANA is a private money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of JANA is Barry Rosenstein (the “Principal”).

(b) The principal business address of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. Trapani is 30 quai Gustave Ador, 1207 Geneva, Switzerland.

(c) The principal business of JANA and the Principal is investing for accounts under their management. The principal business of Mr. Trapani is serving as a director.

(d) Neither the Reporting Persons nor the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Reporting Persons nor the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) JANA is a limited liability company organized in Delaware. The Principal is United States citizen. Mr. Trapani is an Italian citizen.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

JANA used a total of approximately $390 million (including brokerage commissions) in the aggregate to acquire the 6,095,740 Shares (including options to purchase 1,399,700 Shares) reported herein as beneficially owned by JANA. Funds for the purchase of the Shares reported herein as beneficially owned by JANA were derived from investment funds in accounts managed by JANA. Such Shares are held by the investment funds managed by JANA and are or may be held from time to time by such investment funds in margin accounts established with JANA’s brokers or banks. Therefore, a portion of the purchase price for the Shares may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Shares, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

CUSIP No. 886547108 SCHEDULE 13D Page 5 of 8 Pages

Mr. Trapani used a total of approximately $16 million in the aggregate to acquire the 200,000 Shares reported herein as beneficially owned by Mr. Trapani. The Shares reported herein as beneficially held by Mr. Trapani were purchased solely with personal funds and none of the funds used to purchase the Shares reported herein as beneficially owned by Mr. Trapani were provided through borrowings of any nature.

Item 4. PURPOSE OF TRANSACTION

JANA and Mr. Trapani invested in the Issuer because they believe the Shares are undervalued and represent an attractive investment opportunity. The Reporting Persons have had discussions with the Issuer regarding the Issuer’s balance sheet, potential opportunities to accelerate top line growth and expand margins, supply chain, working capital and the composition of the Board. JANA was advised in its investment by Bluebell Partners Ltd.

On February 20, 2017, JANA entered into a cooperation agreement with the Issuer (the “Cooperation Agreement”) whereby the parties agreed, among other things, and subject to certain conditions, that (i) within ten business days after the date of the Cooperation Agreement, the Board will appoint Roger Farah, James Lillie, and Mr. Trapani (collectively, the “Designees”) to the Board and increase the size of the Board to the extent necessary to effectuate such appointments; and (ii) the Issuer will include the Designees in its slate of nominees for election as directors at the 2017 annual meeting of stockholders of the Issuer and solicit proxies in favor of such election. In addition, the Board agreed to appoint Mr. Trapani to the Nominating/Corporate Governance Committee of the Board and to any committee of the Board that is primarily responsible for overseeing the Issuer’s search for a new chief executive officer.

During the Standstill Period (as defined in the Cooperation Agreement), JANA agreed to vote in favor of the Designees and all current members of the Board as of the date of the Cooperation Agreement nominated by the Board for election at any annual meeting or special meeting of stockholders and, subject to certain exceptions set forth in the Cooperation Agreement, in accordance with the Board’s recommendations with respect to any other proposal or business that may be the subject of stockholder action at such meetings. In addition, JANA agreed to abide by certain customary standstill provisions during the Standstill Period. The foregoing summary of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is included as Exhibit C to this Schedule 13D and which is incorporated by reference herein.

Separately, on February 20, 2017, Mr. Trapani entered into a cooperation agreement with the Issuer (the “Trapani Cooperation Agreement”) containing standstill and voting provisions substantially identical to those set forth in the Cooperation Agreement. The foregoing summary of the Trapani Cooperation Agreement is qualified in its entirety by reference to the full text of the Trapani Cooperation Agreement, which is included as Exhibit D to this Schedule 13D and which is incorporated by reference herein.

Subject to the terms of the Cooperation Agreement and the Trapani Cooperation Agreement, the Reporting Persons may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such

CUSIP No. 886547108 SCHEDULE 13D Page 6 of 8 Pages

actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.

Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar transactions with respect to the Shares, except as may be limited by the Cooperation Agreement or the Trapani Cooperation Agreement.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 124,454,956 Shares outstanding, which is the total number of Shares outstanding as of November 29, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2015, filed with the SEC on November 29, 2016.

As of the close of business on February 20, 2017, (i) JANA may be deemed to beneficially own 6,095,740 Shares (including options to purchase 1,399,700 Shares), constituting approximately 4.9% of the Shares outstanding; and (ii) Mr. Trapani may be deemed to beneficially own 200,000 Shares, constituting approximately 0.2% of the Shares outstanding.

As a result of the Cooperation Agreement and the Trapani Cooperation Agreement, JANA and Mr. Trapani are no longer members of a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder, and, accordingly, Shares beneficially owned by JANA, on the one hand, and Mr. Trapani, on the other hand, are no longer deemed to be beneficially owned by each other.

(b) JANA has sole voting and dispositive power over 6,095,740 Shares (including options to purchase 1,399,700 Shares), which power is exercised by the Principal. Mr. Trapani has sole voting and dispositive power over 200,000 Shares.

(c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.

(e) As a result of the Cooperation Agreement and the Trapani Cooperation Agreement, as of February 20, 2017, the Reporting Persons may no longer be deemed the beneficial owners (determined in accordance with Rule 13d-3 under the Exchange Act) of more than 5% of the outstanding Shares. Accordingly, this Schedule 13D constitutes an exit filing for the Reporting Persons.

CUSIP No. 886547108 SCHEDULE 13D Page 7 of 8 Pages

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

JANA had entered into a nomination agreement (the “Nominee Agreement”) with Mr. Trapani on February 8, 2017, in the form attached as Exhibit B to this Schedule 13D, relating to Mr. Trapani’s nomination to the Board and containing standard indemnification provisions relating to his nomination by JANA and any related proxy solicitation and providing for a payment of $250,000. Mr. Trapani agreed to hold Shares with a market-value equal to $250,000 as of the date of his appointment, subject to certain exceptions until the later of when Mr. Trapani is no longer a director of the Issuer and three years). The Nominee Agreement also provides for a cash settled stock appreciation right pursuant to which, subject to certain exceptions, JANA will pay Mr. Trapani, with reference to approximately 37,500 Shares in three years and approximately 37,500 Shares in five years, the increase in value from the stock price on the date of the Nominee Agreement and the lesser of the stock price and the 30 day VWAP on such anniversary. A copy of the form of the Nominee Agreement is attached as Exhibit B and is incorporated by reference herein.

On February 20, 2017, the Issuer and JANA entered into the Cooperation Agreement, the terms of which are described in Item 4 of this Schedule 13D. A copy of such agreement is included as Exhibit C to this Schedule 13D and is incorporated by reference herein.

On February 20, 2017, the Issuer and Mr. Trapani entered into the Trapani Cooperation Agreement, the terms of which are described in Item 4 of this Schedule 13D. A copy of such agreement is included as Exhibit D to this Schedule 13D and is incorporated by reference herein.

JANA beneficially owns call options with strike prices ranging from $67.50 to $79.04 for 1,399,700 Shares. The call options have expiration dates ranging from March 17, 2017 to May 26, 2022.

Except as otherwise set forth herein and the Joint Filing Agreement attached hereto as Exhibit E, such options and as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A:	Transactions in the Shares During the Last 60 Days
Exhibit B:	Nomination Agreement, dated February 8, 2017
Exhibit C:	Cooperation Agreement, dated February 20, 2017 incorporated by reference to Exhibit 10.37 of the Issuer’s Current Report on Form 8-K, filed with the SEC on February 21, 2017
Exhibit D:	Trapani Cooperation Agreement, dated February 20, 2017 incorporated by reference to Exhibit 10.38 of the Issuer’s Current Report on Form 8-K, filed with the SEC on February 21, 2017
Exhibit E	Joint Filing Agreement, dated February 22, 2017

CUSIP No. 886547108 SCHEDULE 13D Page 8 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2017

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Francesco Trapani
FRANCESCO TRAPANI

EX-99

EXHIBIT A

Transactions in Shares of the Issuer During the Last 60 Days

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
1/10/2017	31,868	77.22
1/10/2017	30,681	77.19
1/10/2017	105,000	77.21
1/11/2017	82,309	77.44
1/11/2017	30,445	77.39
1/12/2017	119,658	80.23
1/12/2017	179,505	80.24
1/12/2017	30,999	80.00
1/12/2017	45,200	80.02
1/13/2017	50,000	82.08
1/13/2017	109,192	81.91
1/13/2017	15,000	81.90
1/13/2017	14,900	82.36
1/17/2017	217,235	80.46
1/17/2017	436,148	80.88
1/17/2017	100,000	79.89
1/17/2017	31,632	80.26
1/18/2017	240,626	79.50
1/18/2017	60,120	78.64
1/18/2017	25,000	79.42
1/19/2017	95,105	79.17
1/19/2017	65,900	79.82
1/19/2017	224,408	79.47
1/20/2017	36,454	79.27
1/20/2017	55,755	79.25
1/23/2017	61,202	78.84
1/23/2017	30,400	78.70
1/23/2017	34,915	78.93
1/23/2017	485,100	78.86
1/24/2017	40,909	79.11
1/24/2017	22,485	78.76
1/24/2017	31,500	79.18
1/25/2017	1,750	79.94
1/27/2017	198,250	79.33
1/30/2017	42,877	78.01
1/30/2017	318,123	78.07
1/31/2017	161,789	78.06
2/1/2017	72,200	78.17
2/1/2017	150,000	78.3
2/1/2017	36,000	78.31
2/3/2017	80,000	80.48
2/6/2017	88,100	78.63
2/6/2017	279,500	78.38
2/13/2017	25,000	81.78
2/14/2017	53,065	82.86
2/14/2017	49,735	83.15

EX-99

EXHIBIT B

NOMINATION AGREEMENT

1.This Nomination Agreement (the “Agreement”) is by and between JANA Partners LLC, a Delaware limited liability company (“JANA,” “we” or “us”), and Francesco Trapani (“you”).

2.You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of a JANA affiliate (the “Nominating Party”) which nominees shall stand for election as directors of Tiffany & Co., a Delaware corporation (“Tiffany”), in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted in respect of the 2017 annual meeting of stockholders of Tiffany (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means. You further agree, subject to the terms and conditions hereof and subject to Tiffany’s Corporate Governance Principles, to serve as a director of Tiffany if so elected or appointed.

3.JANA agrees on behalf of the Nominating Party to pay the costs related to the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $100,000 within three (3) business days of the date hereof and (ii) in the event that you are elected or appointed to the board of directors (the “Board”) of Tiffany, $150,000 within three (3) business days of such election or appointment, provided that, to the extent that you do not own on the date of such election or appointment shares of common stock of Tiffany (“Shares”) with a market value (based on the volume-weighted average price of the Shares on the New York Stock Exchange (“NYSE”) during the thirty (30) day period ending on the date of such election or appointment) equal to at least the estimated after-tax proceeds of $250,000 (assuming a combined federal, state and city tax rate of 45%, rounded to the nearest whole dollar), you agree to purchase an amount of Shares with a market value (based on the closing price of the Shares on the NYSE on the date of such election or appointment) equivalent to or greater than such after-tax amount within five (5) business days of receipt of such $150,000 payment (or such longer period as may be required to comply with any legal or regulatory requirements or policies of the Board). You agree to hold any Shares purchased by you in accordance with this paragraph (and any other Shares purchased by you which were taken into account in satisfying the share ownership obligation set forth in the prior sentence) until at least the later of (A) the first date as of which you are no longer a director of Tiffany and (B) three (3) years from the date of such appointment or election (or if earlier, the date of the consummation of any merger or sale of Tiffany which has been approved if applicable by the Board and the holders of the requisite number of Shares).

4.In the event that you are elected or appointed to the Board, and provided that you serve as a director of Tiffany for at least one full term, you will also be entitled to stock appreciation rights, which will be paid in cash by JANA on behalf of the Nominating Party, with respect to a number of Shares (the “Reference Shares”) equal to three-eighths (3/8) of the total number of Shares owned by you as of the close of business on the date of your election or appointment (up to a maximum number of Shares at a total cost to you of no more than fifteen million five hundred thousand dollars ($15,500,000)), as follows: (i) stock appreciation rights (the “3-Year SARs”) with respect to one-half (1/2) of the Reference Shares will be payable immediately following the third anniversary of your election or appointment to the Board (the “Third Anniversary”) and (ii) stock appreciation rights (the “5-Year SARs”, and together with the 3-Year SARs, the “SARs”) with respect to the other one-half (1/2) of the Reference Shares will be payable immediately following the fifth anniversary of your election or appointment to the Board (the “Fifth Anniversary”). Such cash payments shall be calculated as follows: (A) in the case of the 3-Year SARs, the difference between (x) the closing price of the Shares on the NYSE on the date hereof and (y) the

lesser of the closing price of the Shares on the Third Anniversary and the volume-weighted average price of the Shares during the thirty (30) day period ending on the Third Anniversary and (B) in the case of the 5-Year SARs, the difference between (x) the closing price of the Shares on the date hereof and (y) the lesser of the closing price of the Shares on the Fifth Anniversary and the volume-weighted average price of the Shares during the thirty (30) day period ending on the Fifth Anniversary. The 3-Year SARs will vest on the Third Anniversary and the 5-Year SARs will vest on the Fifth Anniversary, provided, however, that all unvested SARs shall vest immediately prior to the consummation of any merger or sale of Tiffany which has been approved if applicable by the Board and the holders of the requisite number of Shares. All such cash payments in respect of the SARs shall be paid within ten (10) business days of the applicable vesting date. The shares of any new entity which are issued by Tiffany to its shareholders in a spin-off, rights offering or similar transaction prior to the vesting of any SARs shall be considered “Shares” for the purpose of this agreement and the price of such Shares (less the amount of consideration, if any, required to be paid by shareholders for such Shares) shall be aggregated with the price of the Shares for the purposes of the calculations provided for in this paragraph.

5.JANA agrees on its own behalf and on behalf of the Nominating Party that, so long as you actually serve on the Slate, in addition to any rights you may have under applicable law, JANA and the Nominating Party will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that you become a party to, are threatened to be made a party to, are a witness or other participant in, or are threatened to be a witness or other participant in, any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of Tiffany on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation. JANA shall advance any and all expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in any such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses. Your right of indemnification hereunder shall continue after the conclusion of the Annual Meeting but only for events (i) that occurred at or prior to the Annual Meeting, or (ii) arising as a result of the Annual Meeting or Proxy Solicitation, and subsequent to the date hereof. Anything to the contrary herein notwithstanding, JANA is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of Tiffany, if you are elected. Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the JANA Questionnaire (as defined below) or otherwise in connection with the Proxy Solicitation. You shall promptly notify JANA in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. The failure to so notify JANA will not relieve JANA from any liability which JANA may have to you, except to the extent that JANA is materially damaged by your failure to so notify JANA. In addition, upon your delivery of notice with respect to any such claim, JANA shall promptly assume control of the defense of such claim with counsel chosen by JANA and approved by you; provided however, if you have reasonably concluded that such counsel has a conflict of interest in representing both JANA and you or that you have reasonably concluded that there may be legal defenses available to you that are different from or additional to those available to JANA, you shall be entitle to control you own defense and the reasonable fees and expenses of your counsel shall be at the expense of JANA. JANA shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent, which shall not be

unreasonably withheld. However, JANA may not enter into any settlement of any such claim without your written consent unless such settlement includes (i) no admission of liability or guilt by you, (ii) no requirement that you refrain from any specified activity and (iii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of JANA under this agreement in a court of competent jurisdiction, or to recover damages for breach of this agreement, JANA will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

6.You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of Tiffany if such nominee later changes his mind and determines not to serve on the Slate or, if elected, as a director of Tiffany. Accordingly, JANA is relying upon your agreement to serve on the Slate and, if elected, as a director of Tiffany. In that regard, you will be supplied with a questionnaire (the “JANA Questionnaire”) in which you will provide JANA with information necessary for the Nominating Party to make appropriate disclosure to Tiffany and to use in creating the proxy solicitation materials to be sent to stockholders of Tiffany and filed with the Securities and Exchange Commission (“SEC”) in connection with the Proxy Solicitation.

7.You agree that (i) upon request you will promptly complete, sign and return the JANA Questionnaire, (ii) your responses in the JANA Questionnaire will be true, complete and correct in all material respects, and (iii) you will provide any additional information related to the Proxy Solicitation as may be reasonably requested in writing by JANA. In addition, you agree that you will execute and return a separate instrument confirming that you consent to being nominated for election as a director of Tiffany and, if elected, consent to serving as a director of Tiffany. Upon being notified that you have been chosen, we and the Nominating Party may forward your consent and completed JANA Questionnaire (or summary thereof), to Tiffany, and we and the Nominating Party may at any time, in our and their discretion, disclose the information contained therein (other than personal identifying information such as social security number, home address, email address or telephone numbers), as well as the existence and contents of this Agreement. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith, provided however, we agree to keep the results of any such background and reference check strictly confidential.

8.You further agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of public communication relating to Tiffany or the Proxy Solicitation without the prior approval of JANA, other than as may be required by applicable law, SEC, stock exchange, or self-regulatory organization rules or regulations; and (iii) you will not agree to serve, or agree to be nominated to stand for election by Tiffany or any other stockholder of Tiffany (other than JANA), as a director of Tiffany without the prior approval of JANA.

9.In addition to the purchases of common stock of Tiffany set forth in the third paragraph above, you may invest in additional securities of Tiffany. You agree that if you or your family members or affiliates (as such term is defined in Rule 12b-2 of the rules and regulations of the Securities Exchange Act of 1934, as amended) invest in securities of Tiffany, (i) you and such individuals and affiliates agree to provide necessary information so that we may comply with any applicable disclosure or other reporting obligations which may result from such investment, (ii) the undersigned or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto and (iii) you and such individuals and affiliates agree to hold any such securities purchased on or after the date of this

Agreement until the termination of this Agreement, provided, however, that in the event that the Nominating Party or any of its affiliates dispose of any Shares during the term of this Agreement, of which dispositions you shall be promptly notified, you and your family members or affiliates will be permitted to sell in the aggregate a pro rata amount.

10.Each of us recognizes that should you be elected or appointed to the Board all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to Tiffany and to the stockholders of Tiffany and, as a result, that there is, and can be, no agreement between you and JANA that governs the decisions which you will make as a director of Tiffany.

11.This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment to the Board, (iii) the termination of the Proxy Solicitation or (iv) our election to not include you as part of the Slate, provided, however, that the third, fourth and fifth paragraphs, your confidentiality obligations in the eighth paragraph, and the tenth, twelfth, thirteenth and fourteenth paragraphs of this Agreement shall survive such termination.

12.This Agreement sets forth the entire agreement between JANA and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by JANA and you.

13.You shall not be deemed to be in default of your obligations hereunder if you are prevented from performing such obligations as a result of events beyond your control, including, without limitation, fire, power failures, any act of war, riot, strikes, civil insurrection, earthquake, hurricane, tornado or other catastrophic natural events or acts of God.

14.This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof. The parties agree to the exclusive jurisdiction of the state and federal courts of New York, New York, and waive, and agree not to plead or to make, any claim that any action or proceeding brought in the state and federal courts of New York, New York has been brought in an improper or inconvenient forum.

15.Any notice required to be given hereunder shall, to the extent specified, be in writing and if directed to JANA, delivered to JANA Partners LLC, 767 5^th Avenue, 8^th floor, New York, NY 10153, Attention: Legal Dept., and if directed to Francesco Trapani to Francesco Trapani C/O Elystone Capital, 30 quai Gustave Ador, 1207 Geneva, Switzerland, or to another address as either party shall designate in writing.

[Signature Page Follows]

Agreed to as of the date both parties have signed:

JANA PARTNERS LLC

By: ________________________________

Name:

Title:

Date:

___________________________________

Name: Francesco Trapani

Date:

EX-99

EXHIBIT E

Joint Filing Agreement, dated February 22, 2017

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: February 22, 2017

JANA PARTNERS LLC
By:	/s/ Jennifer Fanjiang
Name:	Jennifer Fanjiang
Title:	General Counsel
/s/ Francesco Trapani
FRANCESCO TRAPANI