PVH CORP. /DE/ — Director's Dealing 2010

Apr 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHILLIPS VAN HEUSEN CORP /DE/ (PVH)
CIK: 0000078239
Period of Report: 2010-04-05

Reporting Person: DUANE FRANCIS K (Vice Chairman, Wholesale)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-05	Common Stock, $1 par value	F	713	$60.03	Disposed	26105	Direct
2010-04-06	Common Stock, $1 par value	A	6000	—	Acquired	32105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-06	Option (Right to Buy)	$60.08	A	22500	Acquired	2020-04-06	Common Stock, $1 par value (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	419.777	Indirect

Footnotes

F1: Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,500 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.

F2: Includes 22,900 shares of Common Stock subject to awards of restricted stock units.

F3: Represents shares subject to an award of restricted stock units. Each unit represents a contingent right to receive one share of Issuer's Common Stock. The units vest 25% (1,500 shares) on the second anniversary of grant, 25% (1,500 shares) on the third anniversary of grant and 50% (3,000 shares) on the fourth anniversary of grant. Vested shares are delivered as soon as practicable after they vest.

F4: Includes 3,205 shares of Issuer's Common Stock owned outright by reporting person and 28,900 shares of Common Stock subject to awards of restricted stock units.

F5: All options exercisable for shares of Issuer's Common Stock, $1 par value.

F6: Options to acquire 5,625 shares become exercisable on each of 4/06/2011, 4/06/2012, 4/06/2013 and 4/06/2014.