Sec Form 4 Filing - DUANE FRANCIS K @ PVH CORP. /DE/ - 2018-04-03

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
DUANE FRANCIS K
2. Issuer Name and Ticker or Trading Symbol
PVH CORP. /DE/ [ PVH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Heritage Brands & VC, PVH
(Last) (First) (Middle)
C/O 200 MADISON AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2018
(Street)
NEW YORK, NY10016
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, $1 par value 04/03/2018 F 615 ( 1 ) D $ 155.16 15,985 ( 3 ) D
Common Stock, $1 par value 04/04/2018 M 14,200 A $ 115.05 30,185 ( 2 ) D
Common Stock, $1 par value 04/04/2018 M 3,800 A $ 107.47 33,985 ( 2 ) D
Common Stock, $1 par value 04/04/2018 M 4,100 A $ 99.39 38,085 ( 2 ) D
Common Stock, $1 par value 04/04/2018 S 22,100 D $ 154.7726 ( 3 ) 15,985 ( 2 ) D
Common Stock, $1 par value 1,771.9717 I By 401(k) Plan
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
Option (Right to Buy) $ 115.05 04/04/2018 M 14,200 ( 4 ) 05/01/2023 Common Stock, $1 par value. 14,200 $ 0 0 D
Option (Right to Buy) $ 107.47 04/04/2018 M 3,800 ( 5 ) 04/02/2025 Common Stock, $1 par value. 3,800 $ 0 3,800 D
Option (Right to Buy) $ 99.39 04/04/2018 M 4,100 ( 6 ) 04/01/2026 Common Stock, $1 par value. 4,100 $ 0 8,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DUANE FRANCIS K
C/O 200 MADISON AVENUE
18TH FLOOR
NEW YORK, NY10016
CEO, Heritage Brands & VC, PVH
Signatures
Francis K. Duane 04/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,808 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.
( 2 )Includes 10,764 shares of Common Stock subject to awards of restricted stock units.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.36 to $155.01, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 4 )This was a grant of 14,200 options, 3,550 of which became exerciseable on each of 5/1/14, 5/1/15, 5/1/16 and 5/1/17.
( 5 )This was a grant of 15,200 options, 3,800 of which became exerciseable on each of 4/2/16 and 4/2/17, and 4/2/18 and a further 3,800 will become exercisable on 4/2/19.
( 6 )This was a grant of 16,400 options, 4,100 of which became exerciseable on each of 4/1/17, and 4/1/18 and 4,100 of which will become exercisable on each of 4/1/19 and 4/1/20.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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