RALPH LAUREN CORP — Director's Dealing 2020

Jun 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RALPH LAUREN CORP (RL)
CIK: 0001037038
Period of Report: 2020-06-01

Reporting Person: Smith Andrew Howard (EVP, Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-01	Class A Common Stock	A	18823	—	Acquired	58802	Direct
2020-06-01	Class A Common Stock	F	9219	$76.36	Disposed	49583	Direct
2020-06-01	Class A Common Stock	A	16011	—	Acquired	65594	Direct
2020-06-01	Class A Common Stock	F	2614	$76.36	Disposed	62980	Direct

Footnotes

F1: Represents shares of the Issuer's Class A Common Stock issued to the Reporting Person in respect of the vesting of performance-based stock units granted under the Issuer's Amended and Restated 2010 Long-Term Stock Incentive Plan.

F2: 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 2019 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
2020. The remainder are no longer subject to performance and will vest in two equal annual installments following the end of the Issuer's Fiscal
2021 and Fiscal 2022, respectively.