RALPH LAUREN CORP — Director's Dealing 2016

Jun 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RALPH LAUREN CORP (RL)
CIK: 0001037038
Period of Report: 2016-05-27

Reporting Person: Madore Robert L (Corp. SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-27	Class A Common Stock	A	2070	—	Acquired	4419	Direct
2016-05-27	Class A Common Stock	F	256	$93.895	Disposed	4163	Direct
2016-05-27	Class A Common Stock	A	670	—	Acquired	4833	Direct
2016-05-27	Class A Common Stock	F	248	$93.895	Disposed	4585	Direct

Footnotes

F1: Represents shares of the issuer's Class A Common Stock issued to the reporting person as performance-based restricted stock units, granted under the issuer's Amended and Restated 2010 Long-Term Stock Incentive Plan, which have been deemed to be earned based on the issuer's achievement of certain applicable performance conditions. One-third of these performance-based restricted stock units vested following the end of the issuer's Fiscal 2016. The remainder are no longer subject to performance and will vest in two equal annual installments following the end of the issuer's Fiscal 2017 and Fiscal 2018, respectively.

F2: Represents shares of the issuer's Class A Common Stock issued to the reporting person in respect of the vesting of performance-based restricted stock units granted under the issuer's Amended and Restated 2010 Long-Term Stock Incentive Plan.