Sec Form 4 Filing - KOWALSKI MICHAEL JOSEPH @ TIFFANY & CO - 2016-04-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO [ TIF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TIFFANY & CO., 727 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/04/2016
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $.01 Par 04/04/2016 M 67,000 A $ 58 112,260 ( 1 ) D
Common Stock $.01 Par 04/04/2016 M 53,250 A $ 60.54 165,510 ( 1 ) D
Common Stock $.01 Par 04/04/2016 M 34,500 A $ 63.76 200,010 ( 1 ) D
Common Stock $.01 Par 04/04/2016 S 102,926 D $ 72.4123 ( 2 ) 97,084 ( 1 ) D
Common Stock $.01 Par 04/04/2016 S 51,824 D $ 73.5002 ( 3 ) 45,260 ( 1 ) D
Common Stock $.01 Par 50,000 I By Trust
Common Stock $.01 Par 17,572 I By Kowalski Family Foundation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 58 04/04/2016 M 67,000 ( 4 ) 01/20/2021 Common Stock $.01 Par 67,000 $ 0 0 ( 5 ) D
Employee Stock Option (Right to Buy) $ 60.54 04/04/2016 M 53,250 ( 6 ) 01/18/2022 Common Stock $.01 Par 53,250 $ 0 0 ( 7 ) D
Employee Stock Option (Right to Buy) $ 63.76 04/04/2016 M 34,500 ( 8 ) 01/16/2023 Common Stock $.01 Par 34,500 $ 0 0 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KOWALSKI MICHAEL JOSEPH
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK, NY10022
X
Signatures
/s/ John C. Duffy, Attorney-in-Fact 04/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )848 shares in the total is an unvested restricted stock unit grant.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )Total grant 67,000 shares. 0 shares previously exercised.
( 6 )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.
( 7 )53,250 options vested prior to Mr. Kowalski's retirement as Chief Executive Officer effective March 31, 2015. 0 shares previously exercised.
( 8 )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.
( 9 )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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