Sec Form 4 Filing - Erceg Mark J @ TIFFANY & CO - 2019-12-17

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 Erceg Mark J 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) Principal Financial Officer (Last) (First) (Middle) TIFFANY & CO., 200 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2019 (Street) NEW YORK, NY10010 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 12/17/2019 M 10,165 A 23,926 D Common Stock $.01 Par 12/17/2019 M 614 A 24,540 D Common Stock $.01 Par 12/17/2019 F 5,737 ( 3 ) D $ 133.685 18,803 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 Exercisab le Expiration Date Title Amount or Number of Shares Performance-based Restricted Stock Units ( 1 ) 12/17/2019 M 10,165 ( 1 ) ( 1 ) ( 1 ) Common Stock $.01 Par 10,165 $ 0 16,657 D Dividend Equivalent Units ( 2 ) 12/17/2019 M 614 ( 2 ) ( 2 ) Common Stock $.01 Par 614 $ 0 2,222 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Erceg Mark J TIFFANY & CO. 200 FIFTH AVENUE NEW YORK, NY10010 Principal Financial Officer Signatures /s/ Catherine W.H. So, Attorney-in-Fact 12/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance-based restricted stock unit represents a contingent right to receive a share of issuer's common stock upon satisfaction of financial performance criteria for the three-year performance period ending January 31, 2020 and publication of issuer's audited financial statements for the fiscal year ending on that date. 26,822 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3. The vesting of 10,165 performance-based restricted stock units, which were projected to vest and be earned in March 2020, was accelerated to December 17, 2019. ( 2 )Settlement of dividend equivalent units in connection with vesting of performance-based stock units. The dividend equivalent units accrued when and as when dividends were paid on issuer's common stock and vested proportionately with the performance-based stock units to which they relate. The dividend equivalent units convert to the issuer's common stock on a one-for-one basis. ( 3 )Shares withheld to cover taxes on vested performance-based restricted stock units pursuant to issuer's default equity vesting procedures.

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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