SEC Form 4 · accession 0000098246-18-000047
TIFFANY & CO · TIF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Kowalski
Director
Period of report
Jan 10, 2018
Accepted (ET)
Jan 12, 2018 · 6:24 pm EST
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 | holding | — | — | — | 74,285 | D | ||
| Common Stock $.01 Par | holding | — | — | — | 30,585 | I | By Trust | |
| Common Stock $.01 Par | holding | — | — | — | 7,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent UnitsF2,F3,F4 | — | Jan 10, 2018 | A | 5 | A | — | — | Common Stock $.01 Par | 5 | 18 | D |
Explanation of responses
- F1Includes 2,688 restricted stock units, 2,117 of which are vested, and 571 of which will vest on the earlier of November 16, 2018, or the termination of the reporting person's service as a director due to death or disability.
- F2Registrant's transfer agent maintains a direct stock purchase program for Registrant's stockholders with a dividend reinvestment feature. Accordingly, pursuant to Rule 16a-11, dividend equivalent units will no longer be reported on a Form 4 at the time of accrual.
- F3Represents dividend equivalent units accrued on January 10, 2018 in respect of vested restricted stock units granted to the reporting person on May 26, 2016 pursuant to the Tiffany & Co. 2008 Directors Equity Compensation Plan, which complies with Rule 16b-3. The dividend equivalent units convert to the issuer's common stock on a one-for-one basis.
- F4The dividend equivalent units vest proportionately with the underlying restricted stock units to which they relate. The reporting person has elected to defer the maturity date of all the restricted stock units and the related dividend equivalent 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 disability, of the reporting person.