SEC FORM 4 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*
APAX PARTNERS EUROPE MANAGERS LTD

(Last) (First) (Middle)
15 PORTLAND AVENUE

(Street)
LONDON ENGLAND W1B 1PT X0

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHILLIPS VAN HEUSEN CORP /DE/ [ NYSE:PVH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/20/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 $1.00 per Share 07/20/2005 C 2,100,000 A $0(1) 14,624,073 I See footnote(2)
Common Stock, par value $1.00 per Share 07/20/2005 S 2,100,000 D $31.276 12,524,073 I See footnote(2)
Common Stock, par value $1.00 per Share 07/22/2005 C 957,954 A $0(1) 12,524,073 I See footnote(2)
Common Stock, par value $1.00 per Share 07/22/2005 S 957,954 D $31.276 11,566,119 I See footnote(2)
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
Series B Convertible Pref. Stock, par value $100 per share $0(3) 07/20/2005 C 1,110.4973 (4) (5) Common stock, par value $1.00 per share 2,100,000 $0 6,622.84 I See footnote(2)
Series B Convertible Pref. Stock, par value $100 per share $0(3) 07/22/2005 C 506.5742 (4) (5) Common stock, par value $1.00 per share 957,954 $0 6,116.26 I See footnote(2)
1. Name and Address of Reporting Person*
APAX PARTNERS EUROPE MANAGERS LTD

(Last) (First) (Middle)
15 PORTLAND AVENUE

(Street)
LONDON ENGLAND W1B 1PT X0

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax Europe V GP Co.LTD

(Last) (First) (Middle)
13-15 VICTORIA ROAD, ST. PETER PORT

(Street)
GUERNSEY CHANNEL ISLANDS X0 GY1 3ZD

(City) (State) (Zip)
Explanation of Responses:
1. These securities converted as indicated in Table II.
2. The securities are directly owned by Apax Europe V-A, L.P., Apax Europe V-B, L.P., Apax Europe V C GmbH, Apax Europe V-D, L.P., Apax Europe V-E, L.P., Apax Europe V-F, C.V., Apax Europe V-G, C.V., Apax Europe V-1, L.P. and Apax Europe V-2, L.P. (together, the Europe V Funds). The statement is being filed by Apax Partners Europe Managers Limited ("Apax Europe Managers") and Apax Europe V GP Co. ("Apax Europe V GP"). Apax Europe Managers serves as the discretionary investment manager of the Europe V Funds and Apax Europe V GP serves as the general partner of the general partner of the Europe V Funds. Each of Apax Europe Managers and Apax Europe V GP disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest.
3. In accordance with the certificate of designations governing the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock converts into the number of shares of Common Stock equal to liquidation preference of such share of Series B Convertible Preferred Stock divided by the conversion price.
4. These securities were immediately exercisable.
5. Not applicable.
/s/ Richard Wilson, Director, Apax Partners Europe Managers Ltd 07/22/2005
/s/ Denise Fallaize, Director, Apax Europe V GP Co. Ltd 07/22/2005
** 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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