G III APPAREL GROUP LTD /DE/ — Director's Dealing 2018

Apr 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: G III APPAREL GROUP LTD /DE/ (GIII)
CIK: 0000821002
Period of Report: 2018-04-26

Reporting Person: GOLDFARB MORRIS (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-26	Common Stock, Par Value $.01 Per Share	A	132122	—	Acquired	3973617	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par Value $.01 Per Share	200000	Indirect
Common Stock, Par Value $.01 Per Share	166750	Indirect
Common Stock, Par Value $.01 Per Share	200000	Indirect
Common Stock, Par Value $.01 Per Share	29666	Indirect
Common Stock, Par Value $.01 Per Share	92802	Indirect

Footnotes

F1: The above-named persons 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 ending on or prior to April 30, 2020 is at least $41.78 (which is 15% above the closing price on the date of the grant); and either (b) (1) (i) the amount of our consolidated earnings before interest and financing charges, net, and income tax expense ("EBIT") for the fiscal year ending January 31, 2019, subject to certain adjustments for non-recurring items, is at least 10% greater than EBIT for the fiscal year ended January 31, 2018, subject to certain adjustments for non-recurring items ("Fiscal 2018 EBIT"), or (ii) if the performance condition in clause (i) is not satisfied, our EBIT for the fiscal year ending January 31, 2020, subject to certain adjustments for non-recurring items, is at least 20% greater than Fiscal 2018 EBIT; or (2) the average closing price per share of our common stock on the Nasdaq Global Select Market over a forty consecutive trading day period ending on or before January 31, 2020 is at least $45.4125 (which is 25% above the closing price on the date of grant). (clauses (a) and (b) together, the "Performance Conditions").
In addition, the right to receive shares of common stock pursuant to the above-described restricted stock unit grants will become vested in three equal annual installments on each of June 15, 2019, 2020 and 2021 (the "Time Vesting Condition"). If the Performance Conditions are both satisfied, we will issue to an above-named grantee of restricted stock units one-third of the shares of common stock to which he is entitled under his grant on each of June 15, 2019, 2020 and 2021, but only if he remains employed by us or otherwise performs service for us on each vesting date. If both Performance Conditions are not satisfied within the above-described time periods, we will not issue any shares of common stock pursuant to the restricted stock unit grants. If both Performance Conditions are satisfied at any time during the above-reference time periods, we will issue shares of common stock in respect of all annual installment periods of the Time Vesting Condition for which shares have not previously been issued.