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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 12/19/2005 | J(2) | 249,805 | (1) | (1) | Class A Common Stock | 249,805 | $ 0 | 43,280,021 | D (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LAUREN RALPH 650 MADISON AVE NEW YORK, NY 10022 |
X | X | Chairman and CEO |
/s/ Edward W. Scheuermann, Attorney-in-Fact for Ralph Lauren | 12/21/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each share of Class B Common Stock is immediately convertible on a one-for-one basis into shares of Class A Common Stock. |
(2) | Distribution of shares of Class B Common Stock from RL Holding, L.P., a Delaware limited partnership, and RL Family L.P., a Delaware limited partnership (change from indirect to direct beneficial ownership). |
(3) | The shares of Class B Common Stock reported as being acquired on this report are held directly by the reporting person. The reporting person also holds directly an additional 19,468,076 shares of Class B Common Stock, and indirectly beneficially owns (i) an additional 22,565 shares of Class B Common Stock held by RL Holding Group, Inc., a Delaware corporation controlled by the reporting person, (ii) an additional 11,126,939 shares of Class B Common Stock held by RL Holding, L.P., the sole general partner of which is RL Holding Group, Inc., (iii) an additional 1,557,503 shares held by RL Family, L.P., the sole general partner of which is the reporting person, (iv) 1,552,215 shares of Class B Common Stock held by Ralph Lauren and Roger N. Farah, as Trustees of The Ralph Lauren 2004 Grantor Retained Annuity Trust I dated as of December 17, 2004, |
(4) | (v) 1,773,496 shares of Class B Common Stock held by Ralph Lauren and Roger N. Farah as Trustees of The Ralph Lauren 2004 Grantor Retained Annuity Trust II dated as of December 17, 2004, (vi) 1,865,261 shares of Class B Common Stock held by Ralph Lauren and Roger N. Farah as Trustees of The Ralph Lauren 2004 Grantor Retained Annuity Trust dated as of December 17, 2004, (vii) 1,913,966 shares held by Ralph Lauren and Roger N. Farah as Trustees of The Ralph Lauren 2004 Grantor Retained Trust IV dated as of December 17, 2004, and (viii) an aggregate of 4,000,000 shares held by various grantor retained annuity trusts established by Ricky Lauren, the reporting person's wife, of which Ricky Lauren and Roger N. Farah are the trustees. |