PVH CORP. /DE/ — Director's Dealing 2012

Apr 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PVH CORP. /DE/ (PVH)
CIK: 0000078239
Period of Report: 2012-04-05

Reporting Person: GEHRING FRED (Director, CEO of Tommy Hilfiger)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-05	Common Stock, $1 par value	A	6828	—	Acquired	28256	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-05	Option (Right to Buy)	$91.88	A	25700	Acquired	2022-04-05	Common Stock, $1 par value (25700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	993347	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% (1,707 shares) on the second anniversary of grant, 25% (1,707 shares) on the third anniversary of grant and 50% (3,414 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. The aggregate number of shares of Common Stock beneficially owned by Elmira 5 B.V. is 1,375,396 shares.

F4: 993,347 of these shares are held in escrow. 409,024 of such shares will be released on May 6, 2012 and 409,025 on 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.

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

F6: Options to acquire 6,425 shares become exercisable on each of 4/5/2013, 4/5/2014, 4/5/2015 and 4/5/2016.