V F CORP — Director's Dealing 2019

May 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: V F CORP (VFC)
CIK: 0000103379
Period of Report: 2019-05-28

Reporting Person: Baxter Scott H (VP & Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-28	Common Stock	D	2582.603	—	Disposed	164221.779	Direct
2019-05-28	Common Stock	D	41437.602	—	Disposed	122784.177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-28	Stock Option (Right to Buy)	$75.35	D	47389	Disposed	2025-02-17	Common Stock (47389)	Direct
2019-05-28	Stock Option (Right to Buy)	$61.29	D	55832	Disposed	2026-02-22	Common Stock (55832)	Direct
2019-05-28	Stock Option (Right to Buy)	$53.47	D	76025	Disposed	2027-02-21	Common Stock (76025)	Direct
2019-05-28	Stock Option (Right to Buy)	$74.80	D	49127	Disposed	2028-02-20	Common Stock (49127)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30610	Indirect
Common Stock	60627	Indirect
Common Stock	2662	Indirect

Footnotes

F1: Numbers measured based on the equity awards held by the Reporting Person as of May 22, 2019. All equity awards held by the Reporting Person were subject to adjustment and conversion following the Distribution (as defined below) subject to the terms of the the Employee Matters Agreement, dated as of March 22, 2019, by and between Kontoor Brands, Inc. and VF Corporation ("EMA"), with such measurement period beginning on May 20, 2019 and ending on the close of trading on May 28, 2019.

F2: Represents the conversion of restricted stock units with respect to shares of common stock of VF Corporation ("VF"), without par value and stated capital of $0.25 per share ("VF Common Stock"), to restricted stock units ("Kontoor Brands RSUs") with respect to shares of common stock of Kontoor Brands, Inc. ("Kontoor Brands"), without par value ("Kontoor Brands Common Stock"),held by the Reporting Person as of May 22, 2019, in accordance with the terms of EMA and the anti-dilution adjustment provisions under the VF 1996 Stock Compensation Plan ("VF Stock Plan"), in connection with the prorata spinoff distribution ("Distribution") by VF of all of its shares of Kontoor Brands Common Stock to the holders of record of VF Common Stock on May 10, 2019 ("Record Date").

F3: The Kontoor Brands RSUs were granted pursuant to the Kontoor Brands 2019 Stock Compensation Plan ("Kontoor Brands Stock Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding VF restricted stock units.

F4: Represents the conversion of restricted stock with respect to shares of VF Common Stock to restricted stock with respect to shares of Kontoor Brands Common Stock held by the Reporting Person as of May 22, 2019, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the VF Stock Plan in connection with the Distribution. The shares of Kontoor Brands restricted stock were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding VF restricted stock.

F5: Represents the conversion of stock options to purchase VF Common Stock ("VF Options") to stock options to purchase Kontoor Brands Common Stock ("Kontoor Brands Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the VF Stock Plan, in connection with the Distribution. The Kontoor Brands Options were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding VF Options.

F6: This option vests as follows: 15,800 shares vest on 02/18/2016; 15,799 shares vest on 02/18/2017; and 15,799 shares vest on 02/18/2018.

F7: This option vests as follows: 18,611 shares vest on 02/23/2017; 18,611 shares vest on 02/23/2018; and 18,610 shares vest on 02/23/2019.

F8: This option vests as follows: 25,342 shares vest on 02/22/2018; 25,342 shares vest on 02/22/2019; and 25,341 shares vest on 02/22/2020.

F9: This option vests as follows: 16,376 shares vest on 02/21/2019; 16,376 shares vest on 02/21/2020; and 16,375 shares vest on 02/21/2021.