0000098246-21-000025.txt : 20210111 0000098246-21-000025.hdr.sgml : 20210111 20210111171442 ACCESSION NUMBER: 0000098246-21-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210107 FILED AS OF DATE: 20210111 DATE AS OF CHANGE: 20210111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harlan Leigh M. CENTRAL INDEX KEY: 0001609085 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09494 FILM NUMBER: 21521583 MAIL ADDRESS: STREET 1: 200 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIFFANY & CO CENTRAL INDEX KEY: 0000098246 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 133228013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 727 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127558000 MAIL ADDRESS: STREET 1: 727 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 wf-form4_161040326808975.xml FORM 4 X0306 4 2021-01-07 1 0000098246 TIFFANY & CO TIF 0001609085 Harlan Leigh M. TIFFANY & CO. 200 FIFTH AVENUE NEW YORK NY 10010 0 1 0 0 SENIOR VICE PRESIDENT Common Stock $.01 Par 2021-01-07 4 D 0 47047 131.50 D 0 D Common Stock $.01 Par 2021-01-07 4 D 0 12 131.50 D 0 I BY ESOP Performance-based Restricted Stock Units 2021-01-07 4 D 0 6847 D Common Stock $.01 Par 6847.0 0 D Restricted Stock Units 2021-01-07 4 D 0 5288 D Common Stock $.01 Par 5288.0 0 D Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, by and among Tiffany & Co. (the "Company"), LVMH Moet Hennessy-Louis Vuitton SE ("Parent"), Breakfast Holdings Acquisition Corp. ("Holding") and Breakfast Acquisition Corp. ("Merger Sub") (the "Merger Agreement"), which amended and restated the Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Company, Parent, Holding and Merger Sub, in exchange for $131.50 per share in cash, without interest and less any required withholding taxes (the "Per Share Merger Consideration"). Pursuant to the Merger Agreement, each outstanding performance-based restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit (including for the avoidance of doubt any dividend equivalent units credited in respect of such performance-based restricted stock unit), multiplied by (ii) the Per Share Merger Consideration. Pursuant to the Merger Agreement, each outstanding restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (i) the total number of shares subject to such restricted stock unit (including for the avoidance of doubt any dividend equivalent units credited in respect of such restricted stock unit), multiplied by (ii) the Per Share Merger Consideration. /s/ Catherine W.H. So, Attorney-in-Fact 2021-01-11