Sec Form 4 Filing - Hart Andrew W. @ TIFFANY & CO - 2021-01-07

Insider filing report for Changes in Beneficial Ownership
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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)
01/07/2021
(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 01/07/2021 D 37,271 D $ 131.5 ( 1 ) 0 D
Common Stock $.01 Par 01/07/2021 D 1,089 D $ 131.5 ( 1 ) 0 I By 401(K)
Common Stock $.01 Par 01/07/2021 D 355 D $ 131.5 ( 1 ) 0 I By ESOP
Common Stock $.01 Par 01/07/2021 D 3 D $ 131.5 ( 1 ) 0 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
Performance-based Restricted Stock Units ( 2 ) 01/07/2021 D 7,619 ( 2 ) ( 2 ) Common Stock $.01 Par 7,619 ( 2 ) 0 D
Restricted Stock Units ( 3 ) 01/07/2021 D 5,883 ( 3 ) ( 3 ) Common Stock $.01 Par 5,883 ( 3 ) 0 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/ Catherine W.H. So, Attorney-in-Fact 01/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, by and among Tiffany & Co. (the "Company"), LVMH Moet Hennessy-Louis Vuitton SE ("Parent"), Breakfast Holdings Acquisition Corp. ("Holding") and Breakfast Acquisition Corp. ("Merger Sub") (the "Merger Agreement"), which amended and restated the Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Company, Parent, Holding and Merger Sub, in exchange for $131.50 per share in cash, without interest and less any required withholding taxes (the "Per Share Merger Consideration").
( 2 )Pursuant to the Merger Agreement, each outstanding performance-based restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit (including for the avoidance of doubt any dividend equivalent units credited in respect of such performance-based restricted stock unit), multiplied by (ii) the Per Share Merger Consideration.
( 3 )Pursuant to the Merger Agreement, each outstanding restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (i) the total number of shares subject to such restricted stock unit (including for the avoidance of doubt any dividend equivalent units credited in respect of such restricted stock unit), multiplied by (ii) the Per Share Merger Consideration.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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