PVH CORP. /DE/ — Director's Dealing 2018

Apr 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PVH CORP. /DE/ (PVH)
CIK: 0000078239
Period of Report: 2018-04-06

Reporting Person: Shaffer Michael A (EVP, COO and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-06	Common Stock, $1 par value	A	5108	—	Acquired	32687	Direct
2018-04-07	Common Stock, $1 par value	F	902	$156.73	Disposed	31785	Direct
2018-04-09	Common Stock, $1 par value	M	9281	$115.05	Acquired	41066	Direct
2018-04-09	Common Stock, $1 par value	S	9281	$157.0401	Disposed	31785	Direct
2018-04-10	Common Stock, $1 par value	M	3819	$115.05	Acquired	35604	Direct
2018-04-10	Common Stock, $1 par value	M	12100	$124.53	Acquired	47704	Direct
2018-04-10	Common Stock, $1 par value	M	10500	$107.47	Acquired	58204	Direct
2018-04-10	Common Stock, $1 par value	M	1250	$103.35	Acquired	59454	Direct
2018-04-10	Common Stock, $1 par value	M	9450	$99.39	Acquired	68904	Direct
2018-04-10	Common Stock, $1 par value	S	37119	$157.3952	Disposed	31785	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-06	Option (Right to Buy)	$156.73	A	16000	Acquired	2028-04-06	Common Stock, $1 par value. (16000)	Direct
2018-04-09	Option (Right to Buy)	$115.05	M	9281	Disposed	2023-05-01	Common Stock, $1 par value. (9281)	Direct
2018-04-10	Option (Right to Buy)	$115.05	M	3819	Disposed	2023-05-01	Common Stock, $1 par value. (3819)	Direct
2018-04-10	Option (Right to Buy)	$124.53	M	12100	Disposed	2024-04-03	Common Stock, $1 par value. (12100)	Direct
2018-04-10	Option (Right to Buy)	$107.47	M	10500	Disposed	2025-04-02	Common Stock, $1 par value. (10500)	Direct
2018-04-10	Option (Right to Buy)	$103.35	M	1250	Disposed	2025-04-30	Common Stock, $1 par value. (1250)	Direct
2018-04-10	Option (Right to Buy)	$99.39	M	9450	Disposed	2026-04-01	Common Stock, $1 par value. (9450)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1 par value	6710.3171	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% (1,277 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.

F2: Includes 19,066 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 1,841 restricted stock units. The restricted stock units were reported as directly owned shares at the time they were granted.

F4: Includes 17,225 shares of Common Stock subject to awards of restricted stock units.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.14, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.00 to $157.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F7: Options to acquire 4,000 shares become exercisable on each of 4/6/2019, 4/6/2020, 4/6/2021 and 4/6/2022.

F8: This was part of a grant of 13,100 options. Options to acquire 3,275 shares became exercisable on each of 5/1/14, 5/1/15, 5/1/16 and 5/1/17.

F9: Options to acquire 3,025 shares became exercisable on each of 4/3/15, 4/3/16, 4/3/17 and 4/3/18.

F10: This was part of a grant of 14,000 options. Options to acquire 3,500 shares became exercisable on each of 4/2/16, 4/2/17, and 4/2/18 and an additional 3,500 will be come exercisable on 4/2/19.

F11: This was part of a grant of 2,500 options. Options to acquire 625 shares became exercisable on each of 4/30/16 and 4/30/17 and an additional 625 will become exercisable on each of 4/30/18 and 4/30/19.

F12: This was part of a grant of 18,900 options. Options to acquire 4,725 shares became exercisable on each of 4/1/17 and 4/1/18 and an additional 4,725 will become exercisable on each of 4/1/19 and 4/1/20.