Sec Form 4/A Filing - GOLDFARB MORRIS @ G III APPAREL GROUP LTD /DE/ - 2017-12-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
GOLDFARB MORRIS
2. Issuer Name and Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/ [ GIII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O G-III APPAREL GROUP, LTD., 512 SEVENTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2017
(Street)
NEW YORK, NY10018
4. If Amendment, Date Original Filed (MM/DD/YY)
12/11/2017
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, Par Value $.01 Per Share 12/07/2017 J( 1 ) 500,000 D $ 34.955 0 I Morris Goldfarb 2017 GRAT LF
Common Stock, Par Value $.01 Per Share 12/07/2017 J( 1 ) 500,000 A $ 34.955 3,854,329 D
Common Stock, Par Value $.01 Per Share 12/07/2017 J( 1 ) 500,000 D $ 34.955 0 I Morris Goldfarb 2017 GRAT JG
Common Stock, Par Value $.01 Per Share 12/07/2017 J( 1 ) 500,000 A $ 34.955 3,354,329 D
Common Stock, Par Value $.01 Per Share 200,000 I Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share 166,750 I Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share 200,000 I Morris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share 29,666 I Spouse
Common Stock, Par Value $.01 Per Share 92,802 I The Morris And Arlene Goldfarb 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDFARB MORRIS
C/O G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK, NY10018
X X CEO
Signatures
/s/ Morris Goldfarb 02/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective December 7, 2017, Mr. Goldfarb withdrew 500,000 shares of common stock from each of the Morris Goldfarb 2017 GRAT JG and the Morris Goldfarb 2017 GRAT LF in exchange for promissory notes. The principal amount of each promissory note is equal to the average of the high and low sales prices of our common stock on such date, multiplied by the number of shares of common stock withdrawn from the corresponding GRAT.

Remarks:
The Form 4 filed on December 11, 2017 listed two trusts ("Trust For Daughter (Spouse Is Trustee)" and "Trust For Son (spouse Is Trustee)") as indirect beneficial owners of shares of common stock in Table I. The two trusts previously disposed all their holdings in March 2007, as disclosed in the Form 5 filed on March 6, 2008. Therefore the inclusion of references to holdings of the two trusts was an inadvertent error in the December 11, 2017 Form 4, which has been corrected in this Form 4/A.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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