PVH CORP. /DE/ — Director's Dealing 2011

Aug 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PVH CORP. /DE/ (PVH)
CIK: 0000078239
Period of Report: 2011-08-01

Reporting Person: GEHRING FRED (CEO of Tommy Hilfiger)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-01	Common Stock, $1 par value	S	22533	$70.4724	Disposed	1148725	Indirect
2011-08-01	Common Stock, $1 par value	S	4911	$71.288	Disposed	1143814	Indirect
2011-08-01	Common Stock, $1 par value	S	1228	$72.4053	Disposed	1142586	Indirect
2011-08-01	Common Stock, $1 par value	S	217	$73.0933	Disposed	1142369	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	60562	Indirect
Common Stock, $1 par value	21428	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 105b-1 trading plan adopted by Elmira 5 B.V. on April 5, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.98 to $70.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: 993,346 of these shares are held in escrow. 409,024 of such shares will be released on each of May 6, 2012 and May 6, 2013. The remaining 175,298 of such shares will be released on May 6, 2012, subject to forfeiture if certain vesting conditions are not met. Earlier release of shares from escrow may occur under certain circumstances.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.98 to $71.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.03 to $72.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.03 to $73.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F7: Represents shares of Common Stock beneficially owned by Tommy Hilfiger Holding S.a.r.l. ("THH") that Stichting Pakera (a holder of interests in THH) would be entitled to receive when and if shares of Common Stock beneficially owned by THH are distributed to Stichting Pakera. Stichting Pakera is a foundation, the beneficiaries of which are certain friends and family of Mr. Gehring, and Mr. Gehring has the righ to vote the shares of Common Stock owned by Stichting Pakera. Mr. Gehring disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F8: Represents shares of Common Stock subject to awards of restricted stock units.