Sec Form 4 Filing - Hart Andrew W. @ TIFFANY & CO - 2019-12-30

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) 12/30/2019 (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 12/30/2019 M 5,750 A $ 86.74 23,890 D Common Stock $.01 Par 12/30/2019 M 8,489 A $ 61.8 32,379 D Common Stock $.01 Par 12/30/2019 M 12,390 A $ 79.23 44,769 D Common Stock $.01 Par 12/30/2019 M 9,021 A $ 108.99 53,790 D Common Stock $.01 Par 12/30/2019 M 7,678 A $ 85.26 61,468 D Common Stock $.01 Par 12/30/2019 S 35,500 D $ 133.5631 ( 1 ) 25,968 D Common Stock $.01 Par 1,089 I By 401(K) Common Stock $.01 Par 322 I By ESOP Common Stock $.01 Par 3 I By ESPP

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) $ 86.74 12/30/2019 M 5,750 ( 2 ) 01/14/2025 Common Stock $.01 Par 5,750 $ 0 0 ( 3 ) D Employee Stock Option (Right to Buy) $ 61.8 12/30/2019 M 8,489 ( 4 ) 01/20/2026 Common Stock $.01 Par 8,489 $ 0 0 ( 5 ) D Employee Stock Option (Right to Buy) $ 79.23 12/30/2019 M 12,390 ( 6 ) 01/19/2027 Common Stock $.01 Par 12,390 $ 0 0 ( 7 ) D Employee Stock Option (Right to Buy) $ 108.99 12/30/2019 M 9,021 ( 8 ) 01/17/2028 Common Stock $.01 Par 9,021 $ 0 3,007 ( 9 ) D Employee Stock Option (Right to Buy) $ 85.26 12/30/2019 M 7,678 ( 10 ) 01/17/2029 Common Stock $.01 Par 7,678 $ 0 7,678 ( 11 ) 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 01/02/2020 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 $133.5000 to $133.6900 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. The proceeds of the sale were applied to pay the exercise price, applicable taxes and commissions in connection with the exercise of the underlying options. ( 2 )Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 14, 2015. The options vested in equal installments on January 14, 2016, 2017, 2018 and 2019. ( 3 )Total grant 23,000 shares. 17,250 shares previously exercised. ( 4 )Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2016. The options were originally scheduled to vest in equal installments on January 20, 2017, 2018, 2019 and 2020. 8,489 options that were initially scheduled to vest on January 20, 2020 were accelerated and vested on December 17, 2019. ( 5 )Total grant 33,956 shares. 25,467 shares previously exercised. ( 6 )Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 19, 2017. The options were originally scheduled to vest in equal installments on January 19, 2018, 2019, 2020 and 2021. 4,130 options that were initially scheduled to vest on January 19, 2020, and 4,130 options that were initially scheduled to vest on January 19, 2021, were accelerated and vested on December 17, 2019. ( 7 )Total grant 16,520 shares. 4,130 shares previously exercised. ( 8 )Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2018. The options were originally scheduled to vest in equal installments on January 17, 2019, 2020, 2021 and 2022. 3,007 options that were initially scheduled to vest on January 17, 2020, and 3,007 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 3,007 options subject to this grant are scheduled to vest on the original vesting date of January 17, 2022. ( 9 )Total grant 12,028 shares. 0 shares previously exercised. ( 10 )Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2019. The options were originally scheduled to vest in equal installments on January 17, 2020, 2021, 2022 and 2023. 3,839 options that were initially scheduled to vest on January 17, 2020, and 3,839 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 7,678 options subject to this grant are scheduled to vest in equal installments on the original vesting dates of January 17, 2022 and 2023. ( 11 )Total grant 15,356 shares. 0 shares previously exercised.

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