Statement of Changes in Beneficial Ownership (4)
January 02 2020 - 5:24PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Hart Andrew W. |
2. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO
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TIF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SENIOR VICE PRESIDENT |
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(Last)
(First)
(Middle)
TIFFANY & CO., 727 FIFTH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2019 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock $.01 Par | 12/30/2019 | | M | | 5750 | A | $86.74 | 23890 | D | |
| Common Stock $.01 Par | 12/30/2019 | | M | | 8489 | A | $61.80 | 32379 | D | |
| Common Stock $.01 Par | 12/30/2019 | | M | | 12390 | A | $79.23 | 44769 | D | |
| Common Stock $.01 Par | 12/30/2019 | | M | | 9021 | A | $108.99 | 53790 | D | |
| Common Stock $.01 Par | 12/30/2019 | | M | | 7678 | A | $85.26 | 61468 | D | |
| Common Stock $.01 Par | 12/30/2019 | | S | | 35500 | D | $133.5631 (1) | 25968 | D | |
| Common Stock $.01 Par | | | | | | | | 1089 | I | By 401(K) |
| Common Stock $.01 Par | | | | | | | | 322 | I | By ESOP |
| Common Stock $.01 Par | | | | | | | | 3 | I | By ESPP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Stock Option (Right to Buy) | $86.74 | 12/30/2019 | | M | | | 5750 | (2) | 1/14/2025 | Common Stock $.01 Par | 5750.0 | $0 | 0 (3) | D | |
| Employee Stock Option (Right to Buy) | $61.8 | 12/30/2019 | | M | | | 8489 | (4) | 1/20/2026 | Common Stock $.01 Par | 8489.0 | $0 | 0 (5) | D | |
| Employee Stock Option (Right to Buy) | $79.23 | 12/30/2019 | | M | | | 12390 | (6) | 1/19/2027 | Common Stock $.01 Par | 12390.0 | $0 | 0 (7) | D | |
| Employee Stock Option (Right to Buy) | $108.99 | 12/30/2019 | | M | | | 9021 | (8) | 1/17/2028 | Common Stock $.01 Par | 9021.0 | $0 | 3007 (9) | D | |
| Employee Stock Option (Right to Buy) | $85.26 | 12/30/2019 | | M | | | 7678 | (10) | 1/17/2029 | Common Stock $.01 Par | 7678.0 | $0 | 7678 (11) | D | |
| Explanation of Responses: |
| (1) | The price in Column 4 is a weighted average price. The price actually received ranged from $133.5000 to $133.6900 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. The proceeds of the sale were applied to pay the exercise price, applicable taxes and commissions in connection with the exercise of the underlying options. |
| (2) | Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 14, 2015. The options vested in equal installments on January 14, 2016, 2017, 2018 and 2019. |
| (3) | Total grant 23,000 shares. 17,250 shares previously exercised. |
| (4) | Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2016. The options were originally scheduled to vest in equal installments on January 20, 2017, 2018, 2019 and 2020. 8,489 options that were initially scheduled to vest on January 20, 2020 were accelerated and vested on December 17, 2019. |
| (5) | Total grant 33,956 shares. 25,467 shares previously exercised. |
| (6) | Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 19, 2017. The options were originally scheduled to vest in equal installments on January 19, 2018, 2019, 2020 and 2021. 4,130 options that were initially scheduled to vest on January 19, 2020, and 4,130 options that were initially scheduled to vest on January 19, 2021, were accelerated and vested on December 17, 2019. |
| (7) | Total grant 16,520 shares. 4,130 shares previously exercised. |
| (8) | Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2018. The options were originally scheduled to vest in equal installments on January 17, 2019, 2020, 2021 and 2022. 3,007 options that were initially scheduled to vest on January 17, 2020, and 3,007 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 3,007 options subject to this grant are scheduled to vest on the original vesting date of January 17, 2022. |
| (9) | Total grant 12,028 shares. 0 shares previously exercised. |
| (10) | Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2019. The options were originally scheduled to vest in equal installments on January 17, 2020, 2021, 2022 and 2023. 3,839 options that were initially scheduled to vest on January 17, 2020, and 3,839 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 7,678 options subject to this grant are scheduled to vest in equal installments on the original vesting dates of January 17, 2022 and 2023. |
| (11) | Total grant 15,356 shares. 0 shares previously exercised. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hart Andrew W.
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK, NY 10022 |
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| SENIOR VICE PRESIDENT |
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Signatures
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| /s/ John C. Duffy, Attorney-in-Fact | | 1/2/2020 |
| **Signature of Reporting Person | Date |
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