Arthur C Martinez Form 4 ABERCROMBIE & FITCH / ARTHUR C MARTINEZ ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARTINEZ ARTHUR C

(Last) (First) (Middle)

6301 FITCH PATH

(Street)

NEW ALBANY OH 43054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ABERCROMBIE & FITCH CO /DE/ [ ANF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (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 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: 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
Deferred Stock Unit	(1)	06/18/2015		A		84,232		(2)	(2)	Class A Common Stock	84,232	$0.0000	84,232	D
Phantom Stock	(1)	06/18/2015		M		44,209		(3)	(3)	Class A Common Stock	44,209	$0.0000	48,689.338	D
Phantom Stock	(1)	06/18/2015		M		5,347.418		(3)	(3)	Class A Common Stock	5,347.418	$0.0000	54,036.756(4)	D
Restricted Stock Unit	(1)	06/18/2015		M			44,209	(5)	(5)	Class A Common Stock	44,209	$0.0000	0.0000	D
Restricted Stock Unit	(1)	06/18/2015		A		9,883		06/18/2016(6)	(6)	Class A Common Stock	9,883	$0.0000	9,883	D
Restricted Stock Unit	(1)	06/18/2015		M			5,347.418	06/19/2015(6)	(6)	Class A Common Stock	5,347.418	$0.0000	0.0000	D

Explanation of Responses:

1. This award converts to common stock on a 1-for-1 basis.

2. Vests the earlier of the date the Board of Directors appoints a Chief Executive Officer (on a pro-rated basis), the first anniversary of the date of grant or the date of the next regularly scheduled annual meeting of stockholders.

3. The shares of phantom stock become payable upon the reporting person's termination of service as a director.

4. Total includes accrued dividends.

5. Restricted stock units vest 100% on June 18, 2015 or on a pro-rated basis for the portion that has lapsed between December 8, 2014 and June 18, 2015 in the event a new Chief Executive Officer commences employment prior to June 18, 2015.

6. Vests the earlier of the first anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders.

	Robert J. Tannous, Attorney-in-Fact	06/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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