Colgate-Palmolive (CL) Form 4 COLGATE PALMOLIVE / Helene D Gayle 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^*

Gayle Helene D

(Last) (First) (Middle)

C/O COLGATE-PALMOLIVE COMPANY

300 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COLGATE PALMOLIVE CO [ CL ]

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)
02/07/2020

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	02/07/2020		M(1)		5,583	A	$67.83	22,473	D
Common Stock	02/07/2020		M(1)		5,389	A	$71.76	27,862	D
Common Stock	02/07/2020		M(1)		5,357	A	$67.19	33,219	D
Common Stock	02/07/2020		M(1)		3,802	A	$71.65	37,021	D
Common Stock	02/07/2020		M(1)		2,109	A	$62.04	39,130	D
Common Stock	02/07/2020		S(2)		22,240	D	$76.0849(3)	16,890	D
Common Stock								19,133	I	By Trust

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
Stock Option (Right to Buy)	$71.76	02/07/2020		M(1)			5,389	(4)	05/09/2022	Common Stock	5,389	$0.0000	0.0000	D
Stock Option (Right to Buy)	$67.83	02/07/2020		M(1)			5,583	(5)	05/11/2021	Common Stock	5,583	$0.0000	0.0000	D
Stock Option (Right to Buy)	$67.19	02/07/2020		M(1)			5,357	(6)	05/12/2020	Common Stock	5,357	$0.0000	0.0000	D
Stock Option (Right to Buy)	$62.04	02/07/2020		M(1)			2,109	(7)	05/14/2024	Common Stock	2,109	$0.0000	4,220	D
Stock Option (Right to Buy)	$71.65	02/07/2020		M(1)			3,802	(8)	05/15/2023	Common Stock	3,802	$0.0000	1,901	D

Explanation of Responses:

1. Exercise of stock options awarded under the issuer's incentive compensation plan.

2. Sale of shares with a portion of the proceeds delivered to the issuer for payment of the exercise price of options under the issuer's incentive compensation plan.

3. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $76.03 to $76.13, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Option became exercisable in one-third increments beginning on the first anniversary of the May 9, 2016 grant date.

5. Option became exercisable in one-third increments beginning on the first anniversary of the May, 11, 2015 grant date.

6. Option became exercisable in one-third increments beginning on the first anniversary of the May 12, 2014 grant date.

7. Option became exercisable in one-third increments beginning on the first anniversary of the May 14, 2018 grant date.

8. Option became exercisable in one-third increments beginning on the first anniversary of the May 15, 2017 grant date.

	/s/ Kristine Hutchinson, Attorney-in-Fact	02/11/2020
	** 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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