SEC Form 4 · accession 0001209191-16-124532
TIFFANY & CO · TIF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 9:00 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 StockF1,F2 | May 26, 2016 | A | 1,269 | $0.00 | A | 2,117 | D | |
| Common StockF2,F3,F4 | holding | — | — | — | 13,412 | I | Please see explanation below |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F5 | $63.38 | May 26, 2016 | A | 6,020 | A | May 27, 2016 | May 26, 2026 | Common Stock | 6,020 | 6,020 | D |
Explanation of responses
- F1The 1,269 shares underlie a grant to Mr. May of unvested restricted stock units ("RSU") pursuant to the Tiffany & Co. 2008 Directors Equity Compensation Plan (the "2008 Plan"). The unvested RSUs will vest in accordance with their terms on the earlier of the one-year anniversary of the grant date, or the termination of the reporting person's service as a director due to death or disability. Mr. May disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. May is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. May is a director of the Issuer.
- F2In connection with his service on the Board of the Issuer, Mr. May received 780 shares from the Issuer that were transferred to Trian Management (as defined below), for no consideration, pursuant to an agreement, dated as of May 15, 2008, between Mr. May and Trian Management relating to fees paid to Mr. May in connection with his service on the Board of the Issuer.
- F3Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. May is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on its own behalf and on behalf of the Trian Entities.
- F4(FN 3, contd.) Accordingly, Mr. May may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian Management and the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F5The options were granted pursuant to the 2008 Plan and became exercisable on the first business day following the grant date. Mr. May disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. May is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.