G III APPAREL GROUP LTD /DE/ — Director's Dealing 2013

Oct 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: G III APPAREL GROUP LTD /DE/ (GIII)
CIK: 0000821002
Period of Report: 2013-10-04

Reporting Person: Goldfarb Jeffrey David (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-04	Common Stock, Par Value $.01 Per Share	A	20000	—	Acquired	201560	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par Value $.01 Per Share	12448	Indirect
Common Stock, Par Value $.01 Per Share	1100	Indirect

Footnotes

F1: The above-named person will be entitled to receive these shares of our common stock only if (a) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years after the date of grant is at least $59.95(which is 10% above the closing price on the date of grant) or (ii) during the following three years after the date of grant is at least $62.675 (which is 15% above the closing price on the date of grant) and (b) (i) the amount of our net income per share on a fully diluted basis as reported in our audited financial statements ("Net Income Per Share") for the fiscal year ending January 31, 2015 or January 31, 2016 is at least 10% greater than the amount of our Net Income Per Share for the fiscal year ending January 31, 2014 (the "2015/2016 Amount"), (ii) if the net income-based performance objective in clause (b)(i) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2017 is at least 5% greater than the 2015/2016 Amount (the "2017 Amount"), or (iii) if the net income-based performance objective in clause (b)(i) or (ii) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2018 is at least 5% greater than the 2017 Amount (clauses (a) and (b) together, the "Performance Conditions"). In addition, the right to receive these shares of common stock will become vested in four equal annual installments on each of October 5, 2015, 2016, 2017 and 2018 (the "Time Vesting Condition").