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*
DUANE FRANCIS K

(Last) (First) (Middle)
C/O PVH CORP.
200 MADISON AVENUE

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PVH CORP. /DE/ [ PVH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, Wholesale Apparel
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
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, $1 par value 04/01/2016 A 6,540(1) A $0 29,086(2) D
Common Stock, $1 par value 04/02/2016 A 1,102(3) A $0 30,188(2) D
Common Stock, $1 par value 04/02/2016 F 569(4) D $99.39 29,619(2) D
Common Stock, $1 par value 04/03/2016 F 467(5) D $99.39 29,152(6) D
Common Stock, $1 par value 1,528.0152 I By 401(k) Plan
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
Option (Right to Buy)(7) $99.39 04/01/2016 A 16,400 (8) 04/01/2026 Common Stock, $1 par value 16,400 $0 16,400 D
Explanation of Responses:
1. Represents shares subject to an award of restricted stock units. Each unit represents a contingent right to receive one share of Issuer's Common Stock. The units vest 25% (1,635 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
2. Includes 19,456 shares of Common Stock subject to awards of restricted stock units.
3. Represents shares received upon settlement of a performance share award.
4. Represents shares withheld to satisfy the Reporting Person's tax obligations with the settlement of the performance share award described in Note (3) above.
5. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 904 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.
6. Includes 18,552 shares of Common Stock subject to awards of restricted stock units.
7. All options exercisable for shares of Issuer's Common Stock, $1 par value.
8. Options to acquire 4,100 shares become exercisable on each of 4/1/2017, 4/1/2018, 4/1/2019 and 4/1/2020.
Remarks:
Francis K. Duane 04/05/2016
** 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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