Statement of Changes in Beneficial Ownership (4)
January 11 2021 - 5:27PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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
]
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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 |
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(Last)
(First)
(Middle)
TIFFANY & CO., 727 FIFTH AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/7/2021 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock $.01 Par | 1/7/2021 | | D | | 37271 | D | $131.50 (1) | 0 | D | |
| Common Stock $.01 Par | 1/7/2021 | | D | | 1089 | D | $131.50 (1) | 0 | I | By 401(K) |
| Common Stock $.01 Par | 1/7/2021 | | D | | 355 | D | $131.50 (1) | 0 | I | By ESOP |
| Common Stock $.01 Par | 1/7/2021 | | D | | 3 | D | $131.50 (1) | 0 | I | By ESPP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | 1/7/2021 | | D | | | 7619 | (2) | (2) | Common Stock $.01 Par | 7619.0 | (2) | 0 | D | |
| Restricted Stock Units | (3) | 1/7/2021 | | D | | | 5883 | (3) | (3) | Common Stock $.01 Par | 5883.0 | (3) | 0 | D | |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hart Andrew W.
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK, NY 10022 |
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| SENIOR VICE PRESIDENT |
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Signatures
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| /s/ Catherine W.H. So, Attorney-in-Fact | | 1/11/2021 |
| **Signature of Reporting Person | Date |
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