Abercrombie & Fitch (ANF) 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)
04/03/2017

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)	04/03/2017		M			63,353	(2)	(2)	Class A Common Stock	63,353	$0.0000	0.0000	D
Phantom Stock	(1)	04/03/2017		M		63,353		(3)	(3)	Class A Common Stock	63,353	$0.0000	219,793	D
Restricted Stock Unit	(4)	04/03/2017		A		32,318(5)		(6)	(6)	Class A Common Stock	32,318	$0.0000	32,318	D

Explanation of Responses:

1. This award converts to Common Stock of the Issuer on a 1-for-1 basis.

2. On April 3, 2017, the Board of Directors determined that this award vested as to Deferred Stock Units with the number of Deferred Stock Units determined to vest based on the period of time which elapsed from June 16, 2016 (the grant date of the award) to February 1, 2017.

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

4. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer.

5. On April 3, 2017, the Compensation Committee granted to the reporting person a pro-rated award of Restricted Stock Units with a market value of $367,132 (based on the portion of a full year (for which Restricted Stock Units with a market value of $1,000,000 would have been granted) that the period of time between February 1, 2017 and June 15, 2017 represents). The number of Restricted Stock Units granted was based on the closing price of a share of Issuer's Common Stock on the April 3, 2017 grant date (if the closing price of a share of the Company's Common Stock had been higher on February 1, 2017, the closing price on February 1, 2017 would have been used to determine the number of Restricted Stock Units granted - the closing price was the same on each of February 1, 2017 and April 3, 2017).

6. Vests the earlier of the first anniversary of the date of grant or the 2017 Annual Meeting of Stockholders.

	Robert J. Tannous, Attorney-in-Fact	04/05/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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