Harlan Leigh M. Form 4 TIFFANY & CO / Leigh M. Harlan 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^*

Harlan Leigh M.

(Last) (First) (Middle)

TIFFANY & CO.

200 FIFTH AVENUE

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO [ TIF ]

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2019

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
Common Stock $.01 Par	12/30/2019		M		7,994	A	$92.79	23,034	D
Common Stock $.01 Par	12/30/2019		M		12,750	A	$86.74	35,784	D
Common Stock $.01 Par	12/30/2019		M		18,520	A	$61.8	54,304	D
Common Stock $.01 Par	12/30/2019		M		14,840	A	$79.23	69,144	D
Common Stock $.01 Par	12/30/2019		M		30,396	A	$90.19	99,540	D
Common Stock $.01 Par	12/30/2019		M		8,103	A	$108.99	107,643	D
Common Stock $.01 Par	12/30/2019		M		6,898	A	$85.26	114,541	D
Common Stock $.01 Par	12/30/2019		S		83,063	D	$133.5747(1)	31,478	D
Common Stock $.01 Par								12	I	BY ESOP

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
Employee Stock Option (Right to Buy)	$92.79	12/30/2019		M			7,994	(2)	03/19/2024	Common Stock $.01 Par	7,994	$0	0(3)	D
Employee Stock Option (Right to Buy)	$86.74	12/30/2019		M			12,750	(4)	01/14/2025	Common Stock $.01 Par	12,750	$0	0(5)	D
Employee Stock Option (Right to Buy)	$61.8	12/30/2019		M			18,520	(6)	01/20/2026	Common Stock $.01 Par	18,520	$0	0(7)	D
Employee Stock Option (Right to Buy)	$79.23	12/30/2019		M			14,840	(8)	01/19/2027	Common Stock $.01 Par	14,840	$0	0(9)	D
Employee Stock Option (Right to Buy)	$90.19	12/30/2019		M			30,396	(10)	03/16/2027	Common Stock $.01 Par	30,396	$0	0(11)	D
Employee Stock Option (Right to Buy)	$108.99	12/30/2019		M			8,103	(12)	01/17/2028	Common Stock $.01 Par	8,103	$0	2,701(13)	D
Employee Stock Option (Right to Buy)	$85.26	12/30/2019		M			6,898	(14)	01/17/2029	Common Stock $.01 Par	6,898	$0	6,898(15)	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The price actually received ranged from $133.4600 to $133.7700 per share. The reporting person's broker has provided to the issuer and the issuer will provide any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The proceeds of the sale were applied to pay the exercise price, applicable taxes and commissions in connection with the exercise of the underlying options.

2. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on March 19, 2014. The options vested in equal installments on March 19, 2015, 2016, 2017 and 2018.

3. Total grant 7,994 shares. 0 shares previously exercised.

4. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 14, 2015. The options vested in equal installments on January 14, 2016, 2017, 2018 and 2019.

5. Total grant 17,000 shares. 4,250 shares previously exercised.

6. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 20, 2016. The options were originally scheduled to vest in equal installments January 20, 2017, 2018, 2019 and 2020. 6,930 options that were initially scheduled to vest on January 20, 2020 were accelerated and vested on December 17, 2019.

7. Total grant 27,720 shares. 9,200 shares previously exercised.

8. Option granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 19, 2017. The options were originally scheduled to vest in equal installments on January 19, 2018, 2019, 2020 and 2021. 3,710 options that were initially scheduled to vest on January 19, 2020, and 3,710 options that were initially scheduled to vest on January 19, 2021, were accelerated and vested on December 17, 2019.

9. Total grant 14,840 shares. 0 shares previously exercised.

10. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on March 16, 2017. The options were originally scheduled to vest in equal installments on March 16, 2018, 2019 and 2020. 10,132 options that were initially scheduled to vest on March 16, 2020 were accelerated and vested on December 17, 2019.

11. Total grant 30,396 shares. 0 shares previously exercised.

12. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2018. The options were originally scheduled to vest in equal installments on January 17, 2019, 2020, 2021 and 2022. 2,701 options that were intially scheduled to vest on January 17, 2020, and 2,701 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 2,701 options subject to this grant are scheduled to vest on the original vesting date of January 17, 2022.

13. Total grant 10,804 shares. 0 shares previously exercised.

14. Options granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3, on January 17, 2019. The options were originally scheduled to vest in equal installments on January 17, 2020, 2021, 2022 and 2023. 3,449 options that were initially scheduled to vest on January 17, 2020, and 3,449 options that were initially scheduled to vest on January 17, 2021, were accelerated and vested on December 17, 2019. The remaining 6,898 options subject to this grant are scheduled to vest in equal installments on the original vesting dates of January 17, 2022 and 2023.

15. Total grant 13,796 shares. 0 shares previously exercised.

Remarks:

	/s/ Catherine W.H. So, Attorney-in-Fact	01/02/2020
	** Signature of Reporting Person	Date
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