View:
Download DOC
Download PDF
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
RL HOLDING GROUP INC
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2006
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) 12/18/2006 J(2) 1,671 (1) (1) Class A Common Stock 1,671 $0 24,236 D
Class B Common Stock (1) 12/18/2006 J(2) 167,125 (1) (1) Class A Common Stock 167,125 $0 10,959,814 I By RL Holding LP
Explanation of Responses:
1. Each share of Class B Common Stock is immediately convertible on a one-for-one basis into shares of Class A Common Stock.
2. Reflects a distribution of shares of Class B Common Stock from RL Holding, L.P., a Delaware limited partnership, of which the reporting person is the sole general partner.
Yen D. Chu, Attorney-in-Fact for Ralph Lauren, Chairman 12/20/2006
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


KNOW EVERYONE BY THESE PRESENTS, that I, Ralph Lauren, hereby
make, constitute and appoint each of Mr. Jonathan Drucker, Ms.
Yen Chu and Ms. Tracey T. Travis, each with full power to act
Individually and with full power of substitution, my true and
lawful agent and attorney-in-fact and confer upon each such agent
and attorney-in-fact the power and authority, in my name, place
and stead, in any way which I could do if personally present:

(1) to execute for and on my behalf, in my capacity as an
officer, director and/or stockholder of Polo Ralph Lauren
Corporation (the Company), or in my capacity as an officer,
director and/or stockholder of RL Holding Group, Inc., a
Delaware corporation and the general partner of RL Holding, L.P.,
a Delaware partnership (RL Holding), or in my capacity as the
general partner of RL Family, L.P., a Delaware partnership (RL
Family), any and all forms and filings required pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules thereunder, including, without limitation, Forms 3,
4 and 5;

(2) to do and perform any and all acts for and on my behalf (in any
of the capacities described in paragraph (1) above)) which may be
necessary or desirable to complete and execute any such forms or
filings and timely file such forms or filings with the United
States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3) to execute and deliver on my behalf (in any of the capacities
described in paragraph (1) above) any other forms, filings,
consents, authorizations, certificates, instruments or other
documents necessary or desirable to authorize, approve, effect,
facilitate or consummate any of the transactions described above
IN WITNESS WHEREOF, I have hereunto set my hand on this 14th day
of August, 2006.



						/s/ Ralph Lauren
						Ralph Lauren