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*
GOLDFARB MORRIS

(Last) (First) (Middle)
C/O G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/ [ GIII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/11/2017
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $.01 Per Share 12/07/2017 J(1) 500,000 D $34.955 0 I Morris Goldfarb 2017 GRAT LF
Common Stock, Par Value $.01 Per Share 12/07/2017 J(1) 500,000 A $34.955 3,854,329 D
Common Stock, Par Value $.01 Per Share 12/07/2017 J(1) 500,000 D $34.955 0 I Morris Goldfarb 2017 GRAT JG
Common Stock, Par Value $.01 Per Share 12/07/2017 J(1) 500,000 A $34.955 3,354,329 D
Common Stock, Par Value $.01 Per Share 200,000 I Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share 166,750 I Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share 200,000 I Morris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share 29,666 I Spouse
Common Stock, Par Value $.01 Per Share 92,802 I The Morris And Arlene Goldfarb Family Foundation
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Effective December 7, 2017, Mr. Goldfarb withdrew 500,000 shares of common stock from each of the Morris Goldfarb 2017 GRAT JG and the Morris Goldfarb 2017 GRAT LF in exchange for promissory notes. The principal amount of each promissory note is equal to the average of the high and low sales prices of our common stock on such date, multiplied by the number of shares of common stock withdrawn from the corresponding GRAT.
Remarks:
The Form 4 filed on December 11, 2017 listed two trusts ("Trust For Daughter (Spouse Is Trustee)" and "Trust For Son (spouse Is Trustee)") as indirect beneficial owners of shares of common stock in Table I. The two trusts previously disposed all their holdings in March 2007, as disclosed in the Form 5 filed on March 6, 2008. Therefore the inclusion of references to holdings of the two trusts was an inadvertent error in the December 11, 2017 Form 4, which has been corrected in this Form 4/A.
/s/ Morris Goldfarb 02/12/2018
** 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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