SEC Form 4/A · accession 0001127602-18-005539
G III APPAREL GROUP LTD /DE/ · 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 — CEO · Director · 10% Owner
Period of report
Dec 7, 2017
Accepted (ET)
Feb 13, 2018 · 4:51 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 | Dec 7, 2017 | J | 500,000 | $34.955 | D | 0 | I | Morris Goldfarb 2017 GRAT LF |
| Common Stock, Par Value $.01 Per Share | Dec 7, 2017 | J | 500,000 | $34.955 | A | 3,854,329 | D | |
| Common Stock, Par Value $.01 Per Share | Dec 7, 2017 | J | 500,000 | $34.955 | D | 0 | I | Morris Goldfarb 2017 GRAT JG |
| Common Stock, Par Value $.01 Per Share | Dec 7, 2017 | J | 500,000 | $34.955 | A | 3,354,329 | 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
- F1Effective December 7, 2017, Mr. Goldfarb withdrew 500,000 shares of common stock from each of the Morris Goldfarb 2017 GRAT JG and the Morris Goldfarb 2017 GRAT LF in exchange for promissory notes. The principal amount of each promissory note is equal to the average of the high and low sales prices of our common stock on such date, multiplied by the number of shares of common stock withdrawn from the corresponding GRAT.
Remarks
The Form 4 filed on December 11, 2017 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 December 11, 2017 Form 4, which has been corrected in this Form 4/A.