SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lauren Family, L.L.C.

(Last) (First) (Middle)
C/O CBIZ MHM, LLC.
1065 AVENUE OF THE AMERICAS - 12TH FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RALPH LAUREN CORP [ RL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/08/2014 C 200,000 A (1) 200,000 D(2)
Class A Common Stock 08/08/2014 S(3) 1,200 D $157.55(4) 198,800 D(2)
Class A Common Stock 08/08/2014 S(3) 5,077 D $158.43(5) 193,723 D(2)
Class A Common Stock 08/08/2014 S(3) 6,493 D $159.44(6) 187,230 D(2)
Class A Common Stock 08/08/2014 S(3) 12,230 D $160.29(7) 175,000 D(2)
Class A Common Stock 08/11/2014 S(3) 3,898 D $161.54(8) 171,102 D(2)
Class A Common Stock 08/11/2014 S(3) 21,102 D $162.47(9) 150,000 D(2)
Class A Common Stock 7,970 D(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 08/08/2014 C 200,000 (1) (1) Class A Common Stock 200,000 $0.00 7,642,342 D(2)
1. Name and Address of Reporting Person*
Lauren Family, L.L.C.

(Last) (First) (Middle)
C/O CBIZ MHM, LLC.
1065 AVENUE OF THE AMERICAS - 12TH FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lauren David R.

(Last) (First) (Middle)
RALPH LAUREN CORPORATION
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The holder of the securities has the right, at the holder's option, at any time and from time to time, to convert shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
2. These securities are held by Lauren Family, L.L.C., a limited liability company of which Mr. David Lauren is a manager and in which Mr. David Lauren has an indirect pecuniary interest. Mr. David Lauren disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3. These sales were made pursuant to a Rule 10b5-1 sales plan in connection with a long-term strategy for estate planning.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.39 to $157.77, inclusive. The reporting persons undertake 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 footnotes (4) through (11) to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.10 to $158.97, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.00 to $159.97, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.00 to $160.53, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.04 to $161.99, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.00 to $162.96, inclusive.
10. These securities are held individually by Mr. David Lauren.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney of David Lauren
/s/ Craig L. Smith, Attorney-in-Fact for Andrew Lauren, Manager of Lauren Family, L.L.C. 08/12/2014
/s/ Craig L. Smith, Attorney-in-Fact for David Lauren, Manager of Lauren Family, L.L.C. 08/12/2014
/s/ Craig L. Smith, Attorney-in-Fact for Dylan Lauren, Manager of Lauren Family, L.L.C. 08/12/2014
/s/ Craig L. Smith, Attorney-in-Fact for David Lauren 08/12/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                      Exhibit 24

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, David Richard Lauren, hereby make,
constitute and appoint Craig L. Smith as my agent and attorney-in-fact for the
purpose of executing in my name, in my individual capacity, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including without limitation all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d), Section
13(g) or Section 16(a) of the Act and granting unto said attorney in fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Except as otherwise specifically provided herein, this Power of Attorney shall
not in any manner revoke, in whole or in part, any Power of Attorney previously
executed. This Power of Attorney shall not be revoked by any subsequent Power of
Attorney executed in the future, unless such subsequent Power of Attorney
specifically refers to this Power of Attorney, or specifically states that the
instrument is intended to revoke this Power of Attorney, all prior general
Powers of Attorney or all prior Powers of Attorney.


IN WITNESS WHEREOF, I have executed this instrument as of the 5th day of August
2014.


                                /s/ David Richard Lauren
                                ----------------------------
                                David Richard Lauren