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: DUANE FRANCIS K (CEO, Wholesale Apparel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-05	Common Stock, $1 par value	A	4356	—	Acquired	38979	Direct
2012-04-06	Common Stock, $1 par value	F	827	$91.88	Disposed	38152	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-05	Option (Right to Buy)	$91.88	A	16400	Acquired	2022-04-05	Common Stock, $1 par value (16400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	605.566	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% (1,089 shares) on the second anniversary of grant, 25% (1,089 shares) on the third anniversary of grant and 50% (2,178 shares) on the fourth anniversary of grant. Vested shares are delivered as soon as practicable after they vest.

F2: Includes 28,294 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 1,500 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.

F4: Includes 26,794 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 4,100 shares become exercisable on each of 4/5/2013, 4/5/2014, 4/5/2015 and 4/5/2016.