SEC Form 4 · accession 0001320097-18-000003
PVH CORP. /DE/ · PVH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Shaffer
Officer — EVP, COO and CFO
Period of report
Apr 6, 2018
Accepted (ET)
Apr 10, 2018 · 5:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000078239
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $1 par valueF1,F2 | Apr 6, 2018 | A | 5,108 | $0.00 | A | 32,687 | D | |
| Common Stock, $1 par valueF3,F4 | Apr 7, 2018 | F | 902 | $156.73 | D | 31,785 | D | |
| Common Stock, $1 par valueF4 | Apr 9, 2018 | M | 9,281 | $115.05 | A | 41,066 | D | |
| Common Stock, $1 par valueF5,F4 | Apr 9, 2018 | S | 9,281 | $157.0401 | D | 31,785 | D | |
| Common Stock, $1 par valueF4 | Apr 10, 2018 | M | 3,819 | $115.05 | A | 35,604 | D | |
| Common Stock, $1 par valueF4 | Apr 10, 2018 | M | 12,100 | $124.53 | A | 47,704 | D | |
| Common Stock, $1 par valueF4 | Apr 10, 2018 | M | 10,500 | $107.47 | A | 58,204 | D | |
| Common Stock, $1 par valueF4 | Apr 10, 2018 | M | 1,250 | $103.35 | A | 59,454 | D | |
| Common Stock, $1 par valueF4 | Apr 10, 2018 | M | 9,450 | $99.39 | A | 68,904 | D | |
| Common Stock, $1 par valueF6,F4 | Apr 10, 2018 | S | 37,119 | $157.3952 | D | 31,785 | D | |
| Common Stock, $1 par value | holding | — | — | — | 6,710 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F7 | $156.73 | Apr 6, 2018 | A | 16,000 | A | — | Apr 6, 2028 | Common Stock, $1 par value. | 16,000 | 16,000 | D |
| Option (Right to Buy)F8 | $115.05 | Apr 9, 2018 | M | 9,281 | D | — | May 1, 2023 | Common Stock, $1 par value. | 9,281 | 3,819 | D |
| Option (Right to Buy)F8 | $115.05 | Apr 10, 2018 | M | 3,819 | D | — | May 1, 2023 | Common Stock, $1 par value. | 3,819 | 0 | D |
| Option (Right to Buy)F9 | $124.53 | Apr 10, 2018 | M | 12,100 | D | — | Apr 3, 2024 | Common Stock, $1 par value. | 12,100 | 0 | D |
| Option (Right to Buy)F10 | $107.47 | Apr 10, 2018 | M | 10,500 | D | — | Apr 2, 2025 | Common Stock, $1 par value. | 10,500 | 3,500 | D |
| Option (Right to Buy)F11 | $103.35 | Apr 10, 2018 | M | 1,250 | D | — | Apr 30, 2025 | Common Stock, $1 par value. | 1,250 | 1,250 | D |
| Option (Right to Buy)F12 | $99.39 | Apr 10, 2018 | M | 9,450 | D | — | Apr 1, 2026 | Common Stock, $1 par value. | 9,450 | 9,450 | D |
Explanation of responses
- F1Represents 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% (1,277 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
- F10This was part of a grant of 14,000 options. Options to acquire 3,500 shares became exercisable on each of 4/2/16, 4/2/17, and 4/2/18 and an additional 3,500 will be come exercisable on 4/2/19.
- F11This was part of a grant of 2,500 options. Options to acquire 625 shares became exercisable on each of 4/30/16 and 4/30/17 and an additional 625 will become exercisable on each of 4/30/18 and 4/30/19.
- F12This was part of a grant of 18,900 options. Options to acquire 4,725 shares became exercisable on each of 4/1/17 and 4/1/18 and an additional 4,725 will become exercisable on each of 4/1/19 and 4/1/20.
- F2Includes 19,066 shares of Common Stock subject to awards of restricted stock units.
- F3Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,841 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.
- F4Includes 17,225 shares of Common Stock subject to awards of restricted stock units.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F7Options to acquire 4,000 shares become exercisable on each of 4/6/2019, 4/6/2020, 4/6/2021 and 4/6/2022.
- F8This was part of a grant of 13,100 options. Options to acquire 3,275 shares became exercisable on each of 5/1/14, 5/1/15, 5/1/16 and 5/1/17.
- F9Options to acquire 3,025 shares became exercisable on each of 4/3/15, 4/3/16, 4/3/17 and 4/3/18.