| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TIFFANY & CO [ TIF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/07/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Common Stock $.01 Par | 01/07/2021 | D | 112,977 | D | $131.5(1) | 0 | D | |||
| Common Stock $.01 Par | 01/07/2021 | D | 102,690 | D | $131.5(1) | 0 | I | By KJC Ltd.(2) | ||
| Common Stock $.01 Par | 01/07/2021 | D | 32,210 | D | $131.5(1) | 0 | I | By Article IV Trust(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $93.53 | 01/07/2021 | D | 4,951 | (4) | 06/04/2029 | Common Stock $.01 Par | 4,951 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $126.44 | 01/07/2021 | D | 3,326 | (4) | 05/24/2028 | Common Stock $.01 Par | 3,326 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $85.82 | 01/07/2021 | D | 5,450 | (4) | 05/25/2027 | Common Stock $.01 Par | 5,450 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $63.38 | 01/07/2021 | D | 6,020 | (4) | 05/26/2026 | Common Stock $.01 Par | 6,020 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $94.63 | 01/07/2021 | D | 3,409 | (4) | 05/28/2025 | Common Stock $.01 Par | 3,409 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $96.73 | 01/07/2021 | D | 2,976 | (4) | 05/22/2024 | Common Stock $.01 Par | 2,976 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $76.82 | 01/07/2021 | D | 2,886 | (4) | 05/16/2023 | Common Stock $.01 Par | 2,886 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $61.12 | 01/07/2021 | D | 2,878 | (4) | 05/17/2022 | Common Stock $.01 Par | 2,878 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (Right to Buy) | $70.28 | 01/07/2021 | D | 2,477 | (4) | 05/19/2021 | Common Stock $.01 Par | 2,477 | (4) | 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"). The total number of shares disposed of included 1,246 unvested restricted stock units ("RSUs"), and 1,366 vested RSUs (which includes dividend equivalent units credited in respect of such vested RSUs) as to which the director elected to defer the maturity date (and thereby the delivery of the related shares). |
| 2. KJC Ltd. is a Delaware limited partnership of which the reporting person is the sole general partner and of which three of his adult children are limited partners. Reporting person disclaims beneficial ownership of Tiffany & Co. stock held by KJC Ltd. |
| 3. Article IV trust dated August 1, 2012 for one of the reporting person's adult children. Reporting person's spouse, Faye Shutzer, is the sole trustee of the trust. Reporting person disclaims beneficial ownership of the Tiffany & Co. stock held by the trust. |
| 4. Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, 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 excess, if any, of (A) the Per Share Merger Consideration over (B) the per-share exercise price for such option, multiplied by (ii) the total number of shares underlying such option. |
| Remarks: |
| /s/ Catherine W.H. So, Attorney-in-Fact | 01/11/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
