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 RALPH

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POLO RALPH LAUREN CORP [ RL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
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) 03/02/2010 J(2)(3) 1,557,503(4) (1) (1) Class A Common Stock 1,557,503 $0 0 I By RL Family, L.P.
Class B Common Stock (1) 03/02/2010 J(2)(3) 10,310,514(5) (1) (1) Class A Common Stock 10,310,514 $0 0 I By RL Holding, L.P.
Class B Common Stock (1) (1) (1) Class A Common Stock 22,256,424(6) 22,256,424 D
Class B Common Stock (1) (1) (1) Class A Common Stock 5,904,966 5,904,966 I By GRATs
Class B Common Stock (1) (1) (1) Class A Common Stock 3,183,862 3,183,862 I By Wife's GRATs
Explanation of Responses:
1. Each share of Class B Common Stock is immediately convertible on a one-for-one basis into a share of Class A Common Stock.
2. On March 2, 2010, (i) the reporting person received a distribution of his pro rata interest in the shares of Class B Common Stock held by RL Family, L.P. and (ii) RL Holding, L.P. distributed the shares of Class B Common Stock it held on a pro rata basis to the reporting person, RL Holding Group, Inc. and RL Family, L.P. On March 3, 2010, (i) RL Holding Group, Inc. distributed the shares of Class B Common Stock it held to the reporting person and (ii) RL Family, L.P. distributed the 8,792,342 shares of Class B Common Stock it held to Lauren Family, L.L.C., a limited liability company of which the members are trusts for the benefit of the reporting person's children.
3. The distributions reported in this Form 4 were effected in connection with the reporting person's individual long-term estate planning strategy and to simplify the reporting person's holding structures of Class B Common Stock.
4. Of these 1,557,503 shares of Class B Common Stock, 383,280 shares of Class B Common Stock were distributed to the reporting person.
5. Of these 10,310,514 shares of Class B Common Stock, 2,589,290 shares of Class B Common Stock were distributed to the reporting person and 103,105 shares of Class B Common Stock were distributed to RL Holding Group, Inc.
6. This number includes (i) 383,280 shares of Class B Common Stock that the reporting person received in a distribution from RL Family, L.P. on March 2, 2010, (ii) 2,589,290 shares of Class B Common Stock that the reporting person received in a distribution from RL Holding, L.P. on March 2, 2010 and (iii) 133,834 shares of Class B Common Stock that the reporting person received in a distribution from RL Holding Group, Inc. on March 3, 2010.
Remarks:
/s/ Ralph Lauren 03/04/2010
** 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).
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