Sec Form 4 Filing - Sumner Susan Denise @ Kontoor Brands, Inc. - 2019-05-28

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 Sumner Susan Denise 2. Issuer Name and Ticker or Trading Symbol Kontoor Brands, Inc. [ KTB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP and Chief Acctg Officer (Last) (First) (Middle) KONTOOR BRANDS, INC., 400 N. ELM STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2019 (Street) GREENSBORO, NC27401 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 05/28/2019( 1 ) A 1,731.601 ( 2 ) ( 3 ) A 2,949.601 D Common Stock 05/28/2019( 1 ) A 521.496 ( 4 ) A 3,471.097 D

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 Stock Option (Right to Buy) $ 23.4132 05/28/2019( 1 ) A 11,082 ( 5 ) ( 6 ) 02/18/2024 Common Stock 11,082 ( 5 ) 11,082 D Stock Option (Right to Buy) $ 31.065 05/28/2019( 1 ) A 9,794 ( 5 ) ( 7 ) 02/17/2025 Common Stock 9,794 ( 5 ) 9,794 D Stock Option (Right to Buy) $ 25.2684 05/28/2019( 1 ) A 11,535 ( 5 ) ( 8 ) 02/22/2026 Common Stock 11,535 ( 5 ) 11,535 D Stock Option (Right to Buy) $ 22.0444 05/28/2019( 1 ) A 14,138 ( 5 ) ( 9 ) 02/21/2027 Common Stock 14,138 ( 5 ) 14,138 D Stock Option (Right to Buy) $ 30.8383 05/28/2019( 1 ) A 7,310 ( 5 ) ( 10 ) 02/20/2028 Common Stock 7,310 ( 5 ) 7,310 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sumner Susan Denise KONTOOR BRANDS, INC. 400 N. ELM STREET GREENSBORO, NC27401 VP and Chief Acctg Officer Signatures /s/ Laurel Krueger, Attorney-in-Fact 05/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Numbers measured based on the equity awards held by the Reporting Person as of May 22, 2019. All equity awards held by the Reporting Person were subject to adjustment and conversion following the Distribution (as defined below) subject to the terms of the the Employee Matters Agreement, dated as of March 22, 2019, by and between Kontoor Brands, Inc. and VF Corporation ("EMA"), with such measurement period beginning on May 20, 2019 and ending on the close of trading on May 28, 2019. ( 2 )Represents the grant of restricted stock units ("Kontoor Brands RSUs") with respect to shares of common stock of Kontoor Brands, Inc. ("Kontoor Brands"), without par value ("Kontoor Brands Common Stock"), upon the conversion of restricted stock units with respect to shares of common stock of VF Corporation ("VF"), without par value and stated capital of $0.25 per share ("VF Common Stock"), held by the Reporting Person as of May 22, 2019, in accordance with the terms of EMA and the anti-dilution adjustment provisions under the VF 1996 Stock Compensation Plan ("VF Stock Plan"), in connection with the prorata spinoff distribution ("Distribution") by VF of all of its shares of Kontoor Brands Common Stock to the holders of record of VF Common Stock on May 10, 2019 ("Record Date"). ( 3 )The Kontoor Brands RSUs were granted pursuant to the Kontoor Brands 2019 Stock Compensation Plan ("Kontoor Brands Stock Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding VF restricted stock units. ( 4 )Represents the grant of Kontoor Brands RSUs with respect to shares of Kontoor Brands Common Stock upon the conversion of performance-based restricted stock units with respect to shares of VF Common Stock, held by the Reporting Person as of May 22, 2019, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the VF Stock Plan in connection with the Distribution. The Kontoor Brands RSUs were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions as applicable to the corresponding VF restricted stock units; however, any performance-based restrictions have been waived, and such Kontoor Brands RSUs are only subject to time-based vesting restrictions. ( 5 )Represents the grant of stock options to purchase Kontoor Brands Common Stock ("Kontoor Brands Options") upon the conversion of stock options to purchase VF Common Stock ("VF Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the VF Stock Plan, in connection with the Distribution. The Kontoor Brands Options were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding VF Options. ( 6 )This option vests as follows: 3,694 shares vest on 2/19/2015; 3,694 shares vest on 2/19/2016; and 3,694 shares vest on 2/19/2017. ( 7 )This option vests as follows: 3,264 shares vest on 2/18/2016; 3,264 shares vest on 2/18/2017; and 3,266 shares vest on 2/18/2018. ( 8 )This option vests as follows: 3,846 shares vest on 2/23/2017; 3,844 shares vest on 2/23/2018; and 3,845 shares vest on 2/23/2019. ( 9 )This option vests as follows: 4,712 shares vest on 2/22/2018; 4,712 shares vest on 2/22/2019; and 4,714 shares vest on 2/22/2020. ( 10 )This option vests as follows: 2,437 shares vest on 2/21/2019; 2,437 shares vest on 2/21/2020; and 2,436 shares vest on 2/21/2021.

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