G III APPAREL GROUP LTD /DE/ — Director's Dealing 2017

Feb 28, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: G III APPAREL GROUP LTD /DE/ (GIII)
CIK: 0000821002
Period of Report: 2017-01-31

Reporting Person: NOSTRA KATZ JEANETTE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-06	Common Stock, Par Value $.01 Per Share	S	1686	$29.0878	Disposed	14732	Direct
2017-01-27	Common Stock, Par Value $.01 Per Share	A	3960	—	Acquired	14732	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par Value $.01 Per Share	15200	Indirect

Footnotes

F1: Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 4,512 restricted stock units.

F2: The above-named person shall have no right to receive 50% of the Shares subject to the RSUs granted to the Participant under this Agreement unless and until both of the following performance criteria shall have been attained (it being understood that the right to receive the other 50% of said Shares is subject only to the time vesting condition set forth above): (a) First Performance Criteria. The first performance criteria is satisfied if (i) the amount of the Company's consolidated earnings before interest and financing charges, net, and income tax expense and including pretax equity gain (loss) in unconsolidated affiliates of the Company ("G-III EBIT") for the fiscal year ending January 31, 2019, subject to certain adjustments (the "Adjustments") for non-recurring items as set forth in the minutes of the meeting of the Committee approving (the "Approval") the grant subject to this Agreement, is at least 25% greater than the amount of the Company's EBIT for the fiscal year ending January 31, 2017, subject to the Adjustments and excluding the results of the Donna Karan business for such fiscal year ("Adjusted Fiscal 2017 G-III Core EBIT") or (ii) if the performance criteria in clause (i) is not satisfied, G-III EBIT for the fiscal year ending January 31, 2020, subject to the Adjustments, is at least 50% greater than the Adjusted Fiscal 2017 G-III Core EBIT. (b) Second Performance Criteria. The second performance criteria is satisfied if (i) during any period of twenty consecutive trading days beginning on the Effective Date and ending on January 31, 2019, the average closing price per share of the Company's common stock on the Nasdaq Global Select Market is at least $30.30 or (ii) if the stock price performance criteria in clause (i) is not satisfied, during any period of twenty consecutive trading days beginning after January 31, 2019 and ending on or prior to January 31, 2020, the average closing price per share of the Company's common stock on the Nasdaq Global Select Market is at least $31.5625.