Sec Form 4 Filing - Harlan Leigh M. @ 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 Harlan Leigh M. 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., 200 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2019 (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 12/30/2019 M 7,994 A $ 92.79 23,034 D Common Stock $.01 Par 12/30/2019 M 12,750 A $ 86.74 35,784 D Common Stock $.01 Par 12/30/2019 M 18,520 A $ 61.8 54,304 D Common Stock $.01 Par 12/30/2019 M 14,840 A $ 79.23 69,144 D Common Stock $.01 Par 12/30/2019 M 30,396 A $ 90.19 99,540 D Common Stock $.01 Par 12/30/2019 M 8,103 A $ 108.99 107,643 D Common Stock $.01 Par 12/30/2019 M 6,898 A $ 85.26 114,541 D Common Stock $.01 Par 12/30/2019 S 83,063 D $ 133.5747 ( 1 ) 31,478 D Common Stock $.01 Par 12 I BY ESOP

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) $ 92.79 12/30/2019 M 7,994 ( 2 ) 03/19/2024 Common Stock $.01 Par 7,994 $ 0 0 ( 3 ) D Employee Stock Option (Right to Buy) $ 86.74 12/30/2019 M 12,750 ( 4 ) 01/14/2025 Common Stock $.01 Par 12,750 $ 0 0 ( 5 ) D Employee Stock Option (Right to Buy) $ 61.8 12/30/2019 M 18,520 ( 6 ) 01/20/2026 Common Stock $.01 Par 18,520 $ 0 0 ( 7 ) D Employee Stock Option (Right to Buy) $ 79.23 12/30/2019 M 14,840 ( 8 ) 01/19/2027 Common Stock $.01 Par 14,840 $ 0 0 ( 9 ) D Employee Stock Option (Right to Buy) $ 90.19 12/30/2019 M 30,396 ( 10 ) 03/16/2027 Common Stock $.01 Par 30,396 $ 0 0 ( 11 ) D Employee Stock Option (Right to Buy) $ 108.99 12/30/2019 M 8,103 ( 12 ) 01/17/2028 Common Stock $.01 Par 8,103 $ 0 2,701 ( 13 ) D Employee Stock Option (Right to Buy) $ 85.26 12/30/2019 M 6,898 ( 14 ) 01/17/2029 Common Stock $.01 Par 6,898 $ 0 6,898 ( 15 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harlan Leigh M. TIFFANY & CO. 200 FIFTH AVENUE NEW YORK, NY10010 SENIOR VICE PRESIDENT Signatures /s/ Catherine W.H. So, 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 $133.4600 to $133.7700 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 March 19, 2014. The options vested in equal installments on March 19, 2015, 2016, 2017 and 2018. ( 3 )Total grant 7,994 shares. 0 shares previously exercised. ( 4 )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. ( 5 )Total grant 17,000 shares. 4,250 shares previously exercised. ( 6 )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 January 20, 2017, 2018, 2019 and 2020. 6,930 options that were initially scheduled to vest on January 20, 2020 were accelerated and vested on December 17, 2019. ( 7 )Total grant 27,720 shares. 9,200 shares previously exercised. ( 8 )Option 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. 3,710 options that were initially scheduled to vest on January 19, 2020, and 3,710 options that were initially scheduled to vest on January 19, 2021, were accelerated and vested on December 17, 2019. ( 9 )Total grant 14,840 shares. 0 shares previously exercised. ( 10 )Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on March 16, 2017. The options were originally scheduled to vest in equal installments on March 16, 2018, 2019 and 2020. 10,132 options that were initially scheduled to vest on March 16, 2020 were accelerated and vested on December 17, 2019. ( 11 )Total grant 30,396 shares. 0 shares previously exercised. ( 12 )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. 2,701 options that were intially scheduled to vest on January 17, 2020, and 2,701 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 2,701 options subject to this grant are scheduled to vest on the original vesting date of January 17, 2022. ( 13 )Total grant 10,804 shares. 0 shares previously exercised. ( 14 )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. 3,449 options that were initially scheduled to vest on January 17, 2020, and 3,449 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 6,898 options subject to this grant are scheduled to vest in equal installments on the original vesting dates of January 17, 2022 and 2023. ( 15 )Total grant 13,796 shares. 0 shares previously exercised.

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