G III APPAREL GROUP LTD /DE/ — Director's Dealing 2014

Oct 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: G III APPAREL GROUP LTD /DE/ (GIII)
CIK: 0000821002
Period of Report: 2014-10-23

Reporting Person: NACKMAN NEAL (Chief Financial Officer/Treas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-23	Common Stock, Par Value $.01 Per Share	A	6920	—	Acquired	36379	Direct

Footnotes

F1: The above-named person will be entitled to receive these shares of our common stock only if the performance conditions in clauses (a) and either (b)(1) or (b)(2) set forth below are satisfied: (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 beginning on the date of grant is at least $82.00 (which is 10% above the closing price on October 22, 2014 (the "Reference Date"), the date prior to the date of the Compensation Committee meeting) or (ii) during the following three years after the date of grant is at least $85.72 (which is 15% above the closing price on the Reference Date) and either (b)(1) (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, 2016 or January 31, 2017 is at least 10% greater than the amount of our Net Income Per Share for the fiscal year ending January 31, 2015 (the "2016/2017 Amount"), (ii) if the net income-based performance objective in clause (b)(1) (i) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2018 is at least 5% greater than the 2016/2017 Amount (the "2018 Amount"), or (iii) if the net income-based performance objective in clause (b)(1) (i) or (ii) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2019 is at least 5% greater than the 2018 Amount, or (b)(2) 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 beginning on the date of grant is at least $89.45 (which is 20% above the closing price on the Reference Date) or (ii) during the following three years after the date of grant is at least $93.18 (which is 25% above the closing price on the Reference Date) (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, 2016, 2017, 2018 and 2019 (the "Time Vesting Condition").