SEC Form 4/A · accession 0001127602-15-005819

· GIII

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Morris Goldfarb

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Oct 23, 2014

Accepted (ET)

Feb 12, 2015 · 5:34 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000821002

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, Par Value $.01 Per Share^F1	Oct 23, 2014	A	67,468	$0.00	A	2,298,776	D
Common Stock, Par Value $.01 Per Share	holding	—	—		—	100,000	I	Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share	holding	—	—		—	108,375	I	Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share	holding	—	—		—	100,000	I	Morris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share	holding	—	—		—	14,833	I	Spouse
Common Stock, Par Value $.01 Per Share	holding	—	—		—	56,401	I	The Morris And Arlene Goldfarb Family Foundation

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1The above-named person will be entitled to receive these shares of our common stock only if the performance conditions in clauses (a) and either (b)(1) or (b)(2) set forth below are satisfied: (a) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years beginning on the date of grant is at least $82.00 (which is 10% above the closing price on October 22, 2014 (the "Reference Date"), the date prior to the date of the Compensation Committee meeting) or (ii) during the following three years after the date of grant is at least $85.72 (which is 15% above the closing price on the Reference Date) and either (b)(1) (i) the amount of our net income per share on a fully diluted basis as reported in our audited financial statements ("Net Income Per Share") for the fiscal year ending January 31, 2016 or January 31, 2017 is at least 10% greater than the amount of our Net Income Per Share for the fiscal year ending January 31, 2015 (the "2016/2017 Amount"), (ii) if the net income-based performance objective in clause (b)(1) (i) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2018 is at least 5% greater than the 2016/2017 Amount (the "2018 Amount"), or (iii) if the net income-based performance objective in clause (b)(1) (i) or (ii) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2019 is at least 5% greater than the 2018 Amount, or (b)(2) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years beginning on the date of grant is at least $89.45 (which is 20% above the closing price on the Reference Date) or (ii) during the following three years after the date of grant is at least $93.18 (which is 25% above the closing price on the Reference Date) (clauses (a) and (b) together, the "Performance Conditions"). In addition, the right to receive these shares of common stock will become vested in four equal annual installments on each of October 5, 2016, 2017, 2018 and 2019 (the "Time Vesting Condition").

Remarks

The Form 4 filed on October 27, 2014 listed two trusts ("Trust For Daughter (Spouse Is Trustee)" and "Trust For Son (spouse Is Trustee)") as indirect beneficial owners of shares of common stock in Table I. The two trusts previously disposed all their holdings in March 2007, as disclosed in the Form 5 filed on March 6, 2008. Therefore the inclusion of references to holdings of the two trusts was an inadvertent error in the October 27, 2014 Form 4, as well as in Form 4s subsequently filed on January 15, 2015 and January 16, 2015.