SEC Form 4 · accession 0000098246-16-000236

TIFFANY & CO · TIF

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

Reporting owner

Michael Joseph Kowalski

Director

Period of report

Apr 4, 2016

Accepted (ET)

Apr 6, 2016 · 5:43 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000098246

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock $.01 Par^F1	Apr 4, 2016	M	67,000	$58.00	A	112,260	D
Common Stock $.01 Par^F1	Apr 4, 2016	M	53,250	$60.54	A	165,510	D
Common Stock $.01 Par^F1	Apr 4, 2016	M	34,500	$63.76	A	200,010	D
Common Stock $.01 Par^F2,F1	Apr 4, 2016	S	102,926	$72.4123	D	97,084	D
Common Stock $.01 Par^F3,F1	Apr 4, 2016	S	51,824	$73.5002	D	45,260	D
Common Stock $.01 Par	holding	—	—		—	50,000	I	By Trust
Common Stock $.01 Par	holding	—	—		—	17,572	I	By Kowalski Family Foundation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F5,F4	$58.00	Apr 4, 2016	M	67,000	D	—	Jan 20, 2021	Common Stock $.01 Par	67,000	D
Employee Stock Option (Right to Buy)^F7,F6	$60.54	Apr 4, 2016	M	53,250	D	—	Jan 18, 2022	Common Stock $.01 Par	53,250	D
Employee Stock Option (Right to Buy)^F9,F8	$63.76	Apr 4, 2016	M	34,500	D	—	Jan 16, 2023	Common Stock $.01 Par	34,500	D

Explanation of responses

F1848 shares in the total is an unvested restricted stock unit grant.
F2The price in Column 4 is a weighted average price. The price actually received ranged from $72.06 to $73.05 per share. The reporting person's broker has provided to the issuer and the issuer will provide any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F3The price in Column 4 is a weighted average price. The price actually received ranged from $73.06 to $74.05 per share. The reporting person's broker has provided to the issuer and the issuer will provide any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F4Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2011. The option vested in four equal annual installments on January 20, 2012, 2013, 2014 and 2015.
F5Total grant 67,000 shares. 0 shares previously exercised.
F6Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 18, 2012. The option was scheduled to vest in four equal annual installments on January 18, 2013, 2014, 2015 and 2016. Pursuant to the applicable terms of such option, 17,750 unvested options were forfeited upon Mr. Kowalski's retirement as Chief Executive Officer, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015.
F753,250 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised.
F8Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 16, 2013. The option was scheduled to vest in four equal annual installments on January 16, 2014, 2015, 2016 and 2017. Pursuant to the applicable terms of such option, 34,500 unvested options were forfeited upon Mr. Kowalski's retirement as Chief Executive Officer, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015.
F934,500 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised.