SEC Form 4 · accession 0001127602-17-013240

· GIII

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

Reporting owner

Wayne S Miller

Officer — Chief Operating Officer

Period of report

Mar 28, 2017

Accepted (ET)

Mar 30, 2017 · 3:08 pm EDT

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	Mar 28, 2017	A	13,634	$20.17	A	319,531	D

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 if (and only if) either the performance goal in clause (a) or (b) (each, a "Performance Condition") is attained: (a) the amount of the consolidated earnings before interest and financing charges, net, depreciation, amortization and income tax expense of the Donna Karan business is at least $25,000,000 in either the fiscal year ending January 31, 2018, January 31, 2019 or January 31, 2020; or (b) 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 period beginning on the date of grant and ending on or prior to March 28, 2019 is at least $30.00 (which is approximately 23% above the closing price on the trading date prior to the date of the Compensation Committee meeting at which the special awards were made) or (ii) if the stock price performance condition in clause (b) is not satisfied, during the period beginning subsequent to March 28, 2019 and ending on or prior to March 28, 2020 is at least $31.50 (which is approximately 29% above the closing price on the trading date prior to the Compensation Committee meeting at which the special awards were made). If either of the Performance Conditions is met, then, the RSUs will become vested as to one-third of the shares on each of March 28, 2018, March 28, 2019 and March 28, 2020 (the "Time-Based Vesting Condition"), subject to the above-named person's continuous employment or service with us through the applicable Time-Based Vesting Condition date. If neither of the Performance Conditions is satisfied, we will not issue any shares of common stock pursuant to the RSU awards. If one of the Performance Conditions is satisfied after the first Time-Based Vesting Condition date (March 28, 2018), then, at the time the Performance Condition is met, we will issue the shares of common stock that would have been issued on any prior Time-Based Vesting Condition date as if the Performance Condition had been met on or prior to that date.