| 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) 12/30/2019 | ||||||||||||||||||||||||||
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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 | 12/30/2019 | M | 4,464 | A | $108.99 | 10,183 | D | |||
| Common Stock $.01 Par | 12/30/2019 | M | 5,700 | A | $85.26 | 15,883 | D | |||
| Common Stock $.01 Par | 12/30/2019 | S | 8,841 | D | $133.6282(1) | 7,042 | D | |||
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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) | $108.99 | 12/30/2019 | M | 4,464 | (2) | 01/17/2028 | Common Stock $.01 Par | 4,464 | $0 | 1,488(3) | D | ||||
| Employee Stock Option (Right to Buy) | $85.26 | 12/30/2019 | M | 5,700 | (4) | 01/17/2029 | Common Stock $.01 Par | 5,700 | $0 | 5,700(5) | D | ||||
| Explanation of Responses: |
| 1. The price in Column 4 is a weighted average price. The price actually received ranged from $133.5200 to $133.7300 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. The proceeds of the sale were applied to pay the exercise price, applicable taxes and commissions in connection with the exercise of the underlying options. |
| 2. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2018. The options were originally scheduled to vest in equal installments on January 17, 2019, 2020, 2021 and 2022. 1,488 options that were initially scheduled to vest on January 17, 2020, and 1,488 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 1,488 options subject to this grant are scheduled to vest on the original vesting date of January 17, 2022. |
| 3. Total grant 5,952 shares. 0 shares previously exercised. |
| 4. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2019. The options were originally scheduled to vest in equal installments on January 17, 2020, 2021, 2022 and 2023. 2,850 options that were initially scheduled to vest on January 17, 2020, and 2,850 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 5,700 options subject to this grant are scheduled to vest in equal installments on the original vesting dates of January 17, 2022 and 2023. |
| 5. Total grant 11,400 shares. 0 shares previously exercised. |
| Remarks: |
| /s/ Catherine W.H. So, Attorney-in-Fact | 01/02/2020 | |
| ** 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. | ||