SEC Form 4 · accession 0000098246-17-000085
TIFFANY & CO · TIF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Kowalski
Officer — Chairman and Interim CEO · Director
Period of report
Mar 22, 2017
Accepted (ET)
Mar 24, 2017 · 12:31 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 ParF1,F2 | Mar 22, 2017 | M | 12,357 | — | A | 58,886 | D | |
| Common Stock $.01 ParF2 | Mar 22, 2017 | F | 4,587 | $94.245 | D | 54,299 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Stock UnitsF1 | — | Mar 22, 2017 | M | 12,357 | D | — | — | Common Stock $.01 Par | 12,357 | 0 | D |
Explanation of responses
- F1Each performance-based restricted stock unit represented a contingent right to receive a share of issuer's common stock upon satisfaction of financial performance criteria for the three-year performance period ended January 31, 2017 and publication of issuer's audited financial statements for the fiscal year-ended on that date. 45,000 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3. 32,643 performance-based restricted stock units not eligible for conversion at the end of the performance period were canceled.
- F2Includes 2,117 restricted stock units, 848 of which are vested and 1,269 of which will vest on the earlier of May 26, 2017, or the termination of the reporting person's service as a director due to death or disability. The reporting person has elected to defer the maturity date of all the restricted stock units (and thereby the delivery of the related shares) until six months after the date on which he ceases to be a director. The terms of the restricted stock units provide for earlier delivery upon the death, or the end of service as a result of the disability, of the reporting person.