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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
SHIFFMAN STEVEN B

(Last) (First) (Middle)
C/O CALVIN KLEIN, INC.
205 WEST 39TH STREET

(Street)
NEW YORK NY 10018

(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)
President & CEO, Calvin Klein
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2018
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 04/06/2018 A 3,832(1) A $0 21,499(2)(3) D
Common Stock, $1 par value 04/07/2018 F 784(4) D $156.73 20,715(3)(5) D
Common Stock, $1 par value 1,948.2346 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) $156.73 04/06/2018 A 12,000 (6) 04/06/2028 Common Stock, $1 par value 12,000 $0 12,000 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% (958 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
2. Includes 16,015 shares of Common Stock subject to awards of restricted stock units, of which rights to 924 of the shares have been transferred to the reporting person's ex-wife pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of the 924 transferred shares.
3. Includes 402 shares of which the reporting person has transferred the pecuniary interest in to his ex-wife pursuant to a domestic relations order. The reporting person discloses beneficial ownership of these 403 shares.
4. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,473 restricted stock units. The restricted stock units were included as directly owned shares in prior filings.
5. Includes 14,542 shares of Common Stock subject to awards of restricted stock units, of which rights to 924 of the shares have been transferred to the reporting person's ex-wife pursuant to a domestic relations order. The reporting person disclaims beneficial ownership of the 924 transferred shares.
6. Options to acquire 3,000 shares become exercisable on each of 4/6/2019, 4/6/2020, 4/6/2021 and 4/6/2022.
Remarks:
Steven B. Shiffman 04/10/2018
** 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).
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.