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: GEHRING FRED (Director, CEO of Tommy Hilfiger)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-07	Common Stock, $1 par value	A	10560	—	Acquired	21428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-07	Option (Right to Buy)	$64.97	A	39600	Acquired	2021-04-07	Common Stock, $1 par value (39600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	1402371	Indirect
Common Stock, $1 par value	60562	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% (2,640 shares) on the second anniversary of grant, 25% (2,640 shares) on the third anniversary of grant and 50% (5,280 shares) on the fourth anniversary of grant. Vested shares will are delivered as soon as practicable after they vest.

F2: Represents shares of Common Stock subject to awards of restricted stock units.

F3: Mr. Gehring indirectly beneficially owns these shares of Common Stock by virtue of interests Mr. Gehring holds in Elmira 5 B.V. Previously, 170,850 of these shares wrere reported as shares over which Mr. Gehring had voting rights but were otherwise indirectly beneficially owned by Mr. Gehring's children by virtue of their ownership of interests in Elmira 5 B.V. Mr. Gehring acquired his children's interests in Elmira 5 B.V. The aggregate number of shares of Common Stock beneficially owned by Elmira 5 B.V. is 1,941,738 shares.

F4: The shares of Common Stock reported on this row are held in escrow pursuant to escrow arrangements whereby a portion of such shares may be forfeited to satisfy indemnity or purchase price adjustment payments made to Issuer, or because certain time vesting conditions are not met.

F5: Represents shares of Common Stock beneficially owned by Tommy Hilfiger Holding S.a.r.l. that Stichting Pakera (a holder of interests in Tommy Hilfiger Holding S.a.r.l. and a foundation, the beneficiaries of which are certain friends and family of Mr. Gehring) would be entitled to receive when and if shares of Common Stock beneficially owned by Tommy Hilfiger Holding S.a.r.l. are distributed to holders of interests therein, and over which Mr. Gehring has voting rights. Mr. Gehring disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: All options exercisable for shares of Issuer's Common Stock, $1 par value.

F7: Options to acquire 9,900 shares become exercisable on each of 4/7/2012, 4/7/2013, 4/7/2014 and 4/07/2015.