Sec Form 4 Filing - Hart Andrew W. @ TIFFANY & CO - 2017-01-25

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 Hart Andrew W. 2. Issuer Name and Ticker or Trading Symbol TIFFANY & CO [ TIF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SENIOR VICE PRESIDENT (Last) (First) (Middle) TIFFANY & CO., 727 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2017 (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 01/25/2017 M 4,500 A $ 61.12 7,786 D Common Stock $.01 Par 01/25/2017 M 8,489 A $ 61.8 16,275 D Common Stock $.01 Par 01/25/2017 M 11,250 A $ 63.76 27,525 D Common Stock $.01 Par 01/25/2017 S 21,504 D $ 80.1333 ( 1 ) 6,021 D Common Stock $.01 Par 3 I By ESPP Common Stock $.01 Par 275 I By ESOP Common Stock $.01 Par 83 I By 401(K)

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) $ 61.12 01/25/2017 M 4,500 ( 2 ) 05/17/2022 Common Stock 4,500 $ 0 0 ( 3 ) D Employee Stock Option (Right to Buy) $ 61.8 01/25/2017 M 8,489 ( 4 ) 01/20/2026 Common Stock 8,489 $ 0 25,467 ( 5 ) D Employee Stock Option (Right to Buy) $ 63.76 01/25/2017 M 11,250 ( 6 ) 01/16/2023 Common Stock 11,250 $ 0 0 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hart Andrew W. TIFFANY & CO. 727 FIFTH AVENUE NEW YORK, NY10022 SENIOR VICE PRESIDENT Signatures /s/ John C. Duffy, Attorney-in-Fact 01/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price in Column 4 is a weighted average price. The price actually received ranged from $79.87 to $80.37 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. ( 2 )Option granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on May 17, 2012. The option vested in four equal annual installments on May 17, 2013, 2014, 2015 and 2016. ( 3 )Total grant 9,000 shares. 4,500 shares previously exercised. ( 4 )Option granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2016. The option vests in four equal annual installments on January 20, 2017, 2018, 2019 and 2020. ( 5 )Total grant 33,956 shares. 0 shares previously exercised. ( 6 )Option granted pursuant to the Tiffany & Co. 2005 Employee Incentive Plan, which complies with Rule 16b-3, on January 16, 2013. The option vested in four equal annual installments on January 16, 2014, 2015, 2016 and 2017. ( 7 )Total grant 15,000 shares. 3,750 shares previously exercised.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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