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

Apr 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHILLIPS VAN HEUSEN CORP /DE/ (PVH)
CIK: 0000078239
Period of Report: 2011-04-07

Reporting Person: GOLDSTEIN BRUCE (SVP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-07	Common Stock, Par value $1	A	1540	—	Acquired	10090	Direct
2011-04-09	Common Stock, Par value $1	F	147	$64.08	Disposed	9799	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-07	Option (Right to Buy)	$64.97	A	3900	Acquired	2021-04-07	Common Stock, $1 par value (3900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par value $1	1.319	Indirect

Footnotes

F1: 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% (385 shares) on the second anniversary of grant, 25% (385 shares) on the third anniversary of grant and 50% (770 shares) on the fourth anniversary of grant. Vested shares will are delivered as soon as practicable after they vest.

F2: Includes 6,493 shares of Common Stock subject to awards of restricted stock units.

F3: Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 438 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.

F4: Includes 6,055 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 975 shares become exercisable on each of 4/7/2012, 4/7/2013, 4/7/2014 and 4/7/2015.