Statement of Changes in Beneficial Ownership (4)
28 Dezembro 2020 - 7:53PM
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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OMB Number:
3235-0287
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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
*
Harlan Leigh M. |
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 |
(Last)
(First)
(Middle)
TIFFANY & CO., 200 FIFTH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2020 |
(Street)
NEW YORK, NY 10010
(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 | 12/22/2020 | | M | | 7914 | A | (1) | 46138 | D | |
Common Stock $.01 Par | 12/22/2020 | | M | | 459 | A | (2) | 46597 | D | |
Common Stock $.01 Par | 12/22/2020 | | F | | 4456 (3) | D | $131.175 | 42141 | D | |
Common Stock $.01 Par | 12/22/2020 | | M | | 10118 | A | (4) | 52259 | D | |
Common Stock $.01 Par | 12/22/2020 | | M | | 370 | A | (2) | 52629 | D | |
Common Stock $.01 Par | 12/22/2020 | | F | | 5582 (3) | D | $131.175 | 47047 | D | |
Common Stock $.01 Par | | | | | | | | 12 | I | BY ESOP |
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 |
Performance-based Restricted Stock Units | (1) | 12/22/2020 | | M | | | 7914 | (1) | (1) | Common Stock $.01 Par | 7914.0 | $0 | 0 | D | |
Performance-based Restricted Stock Units | (4) | 12/22/2020 | | M | | | 10118 | (4) | (4) | Common Stock $.01 Par | 10118.0 | $0 | 0 | D | |
Dividend Equivalent Units | (2) | 12/22/2020 | | M | | | 829 | (2) | (2) | Common Stock $.01 Par | 829.0 | $0 | 240 | D | |
Explanation of Responses: |
(1) | Each 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, 2021 and publication of issuer's audited financial statements for the fiscal year ending on that date. 7,914 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3. Such performance-based restricted stock units were accelerated to vest in full, notwithstanding actual financial performance, on December 22, 2020. |
(2) | Settlement of dividend equivalent units in connection with vesting of performance-based stock units. The dividend equivalent units accrued when and as dividends were paid on the issuer's common stock and vested proportionately with the performance-based stock units to which they relate. The dividend equivalent units convert to the issuer's common stock on a one-for-one basis. |
(3) | Shares withheld to cover taxes on vested performance-based restricted stock units pursuant to issuer's default equity vesting procedures. |
(4) | Each 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, 2022 and publication of issuer's audited financial statements for the fiscal year ending on that date. 10,118 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3. Such performance-based restricted stock units were accelerated to vest in full, notwithstanding actual financial performance, on December 22, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Harlan Leigh M. TIFFANY & CO. 200 FIFTH AVENUE NEW YORK, NY 10010 |
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| SENIOR VICE PRESIDENT |
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Signatures
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/s/ Catherine W.H. So, Attorney-in-Fact | | 12/28/2020 |
**Signature of Reporting Person | Date |
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