SEC Form 4 · accession 0001127602-15-033970

· GIII

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

Reporting owner

Morris Goldfarb

Officer — CEO and President · Director · 10% Owner

Period of report

Dec 10, 2015

Accepted (ET)

Dec 14, 2015 · 4:05 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	Dec 10, 2015	A	103,287	$0.00	A	3,677,699	D
Common Stock, Par Value $.01 Per Share	holding	—	—		—	200,000	I	Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share	holding	—	—		—	166,750	I	Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share	holding	—	—		—	200,000	I	Morris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share	holding	—	—		—	29,666	I	Spouse
Common Stock, Par Value $.01 Per Share	holding	—	—		—	92,802	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 persons 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 $53.56 (which is 10% above the closing price on the date of the Compensation Committee meeting, December 10, 2015 (the "Reference Date") or (ii) during the third, fourth and fifth years after the Reference Date is at least $56.00 (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, 2017 or January 31, 2018 is at least 10% greater than the amount of our Net Income Per Share for the fiscal year ending January 31, 2016 (the "2016 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, 2019 is at least 15% greater than the 2016 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, 2020 is at least 20% greater than the 2016 Amount, or (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 $58.43 (which is 20% above the closing price on the Reference Date) or (ii) during the third, fourth and fifth years after the reference date is at least $60.87 (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 shares of common stock pursuant to the above-described restricted stock unit grants will become vested in four equal annual installments on each of December 10, 2017, 2018, 2019 and 2020 (the "Time Vesting Condition").