Statement of Changes in Beneficial Ownership (4)
07 April 2016 - 7:44AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
KOWALSKI MICHAEL JOSEPH
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2. Issuer Name
and
Ticker or Trading Symbol
TIFFANY & CO
[
TIF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
TIFFANY & CO., 727 FIFTH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2016
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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
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4/4/2016
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M
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67000
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A
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$58
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112260
(1)
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D
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Common Stock $.01 Par
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4/4/2016
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M
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53250
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A
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$60.54
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165510
(1)
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D
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Common Stock $.01 Par
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4/4/2016
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M
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34500
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A
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$63.76
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200010
(1)
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D
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Common Stock $.01 Par
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4/4/2016
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S
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102926
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D
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$72.4123
(2)
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97084
(1)
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D
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Common Stock $.01 Par
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4/4/2016
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S
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51824
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D
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$73.5002
(3)
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45260
(1)
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D
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Common Stock $.01 Par
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50000
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I
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By Trust
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Common Stock $.01 Par
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17572
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I
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By Kowalski Family Foundation
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$58.0
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4/4/2016
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M
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67000
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(4)
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1/20/2021
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Common Stock $.01 Par
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67000.0
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$0
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0
(5)
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D
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Employee Stock Option (Right to Buy)
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$60.54
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4/4/2016
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M
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53250
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(6)
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1/18/2022
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Common Stock $.01 Par
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53250.0
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$0
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0
(7)
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D
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Employee Stock Option (Right to Buy)
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$63.76
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4/4/2016
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M
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34500
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(8)
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1/16/2023
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Common Stock $.01 Par
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34500.0
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$0
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0
(9)
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D
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Explanation of Responses:
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(
1)
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848 shares in the total is an unvested restricted stock unit grant.
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(
2)
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The price in Column 4 is a weighted average price. The price actually received ranged from $72.06 to $73.05 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.
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(
3)
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The price in Column 4 is a weighted average price. The price actually received ranged from $73.06 to $74.05 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.
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(
4)
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Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2011. The option vested in four equal annual installments on January 20, 2012, 2013, 2014 and 2015.
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(
5)
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Total grant 67,000 shares. 0 shares previously exercised.
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(
6)
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Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 18, 2012. The option was scheduled to vest in four equal annual installments on January 18, 2013, 2014, 2015 and 2016. Pursuant to the applicable terms of such option, 17,750 unvested options were forfeited upon Mr. Kowalski's retirement as Chief Executive Officer, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015.
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(
7)
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53,250 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised.
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(
8)
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Options granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 16, 2013. The option was scheduled to vest in four equal annual installments on January 16, 2014, 2015, 2016 and 2017. Pursuant to the applicable terms of such option, 34,500 unvested options were forfeited upon Mr. Kowalski's retirement as Chief Executive Officer, effective March 31, 2015, and his transition to a non-employee director serving as Chairman of the Board, effective April 1, 2015.
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(
9)
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34,500 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KOWALSKI MICHAEL JOSEPH
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK, NY 10022
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X
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Signatures
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/s/ John C. Duffy, Attorney-in-Fact
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4/6/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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