PVH CORP. /DE/ — Director's Dealing 2014

Apr 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PVH CORP. /DE/ (PVH)
CIK: 0000078239
Period of Report: 2014-04-03

Reporting Person: CHIRICO EMANUEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-03	Common Stock, $1 par value	A	12248	—	Acquired	108338	Direct
2014-04-05	Common Stock, $1 par value	F	1593	$124.97	Disposed	106795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-03	Option (Right to Buy)	$124.53	A	46200	Acquired	2024-04-03	Common Stock, $1 par value (46200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	8796.886	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% (3,062 shares) on the second anniversary of grant, 25% (3,062 shares) on the third anniversary of grant and 50% (6,124 shares) on the fourth anniversary of grant. Vested shares are delivered as soon as practicable after they vest.

F2: Includes 88,694 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 3,089 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.

F4: Includes 85,605 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 11,550 shares become exercisable on each of 4/3/2015, 4/3/2016, 4/3/2017 and 4/3/2018.