X0306 4 2013-01-14 0 0000098246 TIFFANY & CO TIF 0000928264 MAY PETER W C/O TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE, 41ST FLOOR NEW YORK NY 10017 1 0 0 1 less than 10% owner Common Stock 2013-01-14 4 S 0 700000 60.8945 D 304151 I Please see explanation below Common Stock 2013-01-14 4 S 0 100000 60.85 D 204151 I Please see explanation below Common Stock 2013-01-15 4 S 0 86732 61.6991 D 117419 I Please see explanation below Common Stock 2013-01-15 4 S 0 52645 62.429 D 64774 I Please see explanation below Common Stock 2013-01-15 4 S 0 54123 63.1432 D 10651 I Please see explanation below Common Stock 1002 D The price shown in Column 4 is a weighted average sale price. The price range for the sales is $60.49 to $61.16. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. May is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on its own behalf and on behalf of the Trian Entities. (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 Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests 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. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $61.09 to $62.08. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $62.10 to $62.87. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $63.03 to $63.40. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. In connection with his service on the Board of the Issuer, Mr. May received 4,151 shares from the Issuer that were transferred to Trian Management, for no consideration, pursuant to an agreement, dated as of May 15, 2008, between Mr. May and Trian Management relating to fees paid to Mr. May in connection with his service on the Board of the Issuer. Stuart I. Rosen, Attorney-In-Fact for Peter W. May 2013-01-16 Stuart I. Rosen, Attorney-In-Fact for Peter W. May, member of the general partner of Trian Fund Management, L.P. 2013-01-16