Sec Form 4 Filing - MARTINEZ ARTHUR C @ ABERCROMBIE & FITCH CO /DE/ - 2017-04-03

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
MARTINEZ ARTHUR C
2. Issuer Name and Ticker or Trading Symbol
ABERCROMBIE & FITCH CO /DE/ [ ANF]
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)
6301 FITCH PATH
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2017
(Street)
NEW ALBANY, OH43054
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
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
Deferred Stock Unit ( 1 ) 04/03/2017 M 63,353 ( 2 ) ( 2 ) Class A Common Stock 63,353 $ 0 0 D
Phantom Stock ( 1 ) 04/03/2017 M 63,353 ( 3 ) ( 3 ) Class A Common Stock 63,353 $ 0 219,793 D
Restricted Stock Unit ( 4 ) 04/03/2017 A 32,318 ( 5 ) ( 6 ) ( 6 ) Class A Common Stock 32,318 $ 0 32,318 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTINEZ ARTHUR C
6301 FITCH PATH
NEW ALBANY, OH43054
X
Signatures
Robert J. Tannous, Attorney-in-Fact 04/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This award converts to Common Stock of the Issuer on a 1-for-1 basis.
( 2 )On April 3, 2017, the Board of Directors determined that this award vested as to Deferred Stock Units with the number of Deferred Stock Units determined to vest based on the period of time which elapsed from June 16, 2016 (the grant date of the award) to February 1, 2017.
( 3 )The shares of phantom stock become payable in the form of Common Stock of the Issuer upon the reporting person's termination of service as a director.
( 4 )Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.
( 5 )On April 3, 2017, the Compensation Committee granted to the reporting person a pro-rated award of Restricted Stock Units with a market value of $367,132 (based on the portion of a full year (for which Restricted Stock Units with a market value of $1,000,000 would have been granted) that the period of time between February 1, 2017 and June 15, 2017 represents). The number of Restricted Stock Units granted was based on the closing price of a share of Issuer's Common Stock on the April 3, 2017 grant date (if the closing price of a share of the Company's Common Stock had been higher on February 1, 2017, the closing price on February 1, 2017 would have been used to determine the number of Restricted Stock Units granted - the closing price was the same on each of February 1, 2017 and April 3, 2017).
( 6 )Vests the earlier of the first anniversary of the date of grant or the 2017 Annual Meeting of Stockholders.

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