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)
12/04/2012
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
Class A Common Stock 12/04/2012 C 950,000 A $0 950,000 D
Class A Common Stock 12/04/2012 S(1) 13,548 D $153.78(2) 936,452 D
Class A Common Stock 12/04/2012 S(1) 17,440 D $154.93(3) 919,012 D
Class A Common Stock 12/04/2012 S(1) 8,812 D $155.74(4) 910,200 D
Class A Common Stock 12/04/2012 S(1) 10,200 D $156.61(5) 900,000 D
Class A Common Stock 12/05/2012 S(1) 11,368 D $151.76(6) 888,632 D
Class A Common Stock 12/05/2012 S(1) 19,351 D $152.81(7) 869,281 D
Class A Common Stock 12/05/2012 S(1) 11,981 D $153.63(8) 857,300 D
Class A Common Stock 12/05/2012 S(1) 7,300 D $154.82(9) 850,000 D
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 (10) 12/04/2012 C 950,000 (10) (10) Class A Common Stock 950,000 $0 7,842,342 D
Explanation of Responses:
1. Sales made pursuant to a Rule 10b5-1 sales plan.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.28 to $154.27, inclusive. The reporting person undertakes 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 (2) through (9) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.29 to $155.28, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.2933 to $156.29, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.30 to $157.20, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.26 to $152.2567, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.26 to $153.25, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.28 to $154.24, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.31 to $155.40, inclusive.
10. Each share of Class B Common Stock is immediately convertible on a one-for-one basis into a share of Class A Common Stock.
Remarks:
Exhibit List: Exhibit 24, Exhibit 24.1, Exhibit 24.2
/s/ Craig L. Smith, Attorney-in-Fact for Andrew Lauren, Manager 12/06/2012
/s/ Craig L. Smith, Attorney-in-Fact for David Lauren, Manager 12/06/2012
/s/ Craig L. Smith, Attorney-in-Fact for Dylan Lauren, Manager 12/06/2012
** 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.
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                                                                      Exhibit 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Andrew Michael 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 capacity as a manager of Lauren Family,
L.L.C., 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 any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) 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 14th day of
February, 2011.

/s/ Andrew Michael Lauren
--------------------------------------
Andrew Michael Lauren
rrd325331_367731.html
                                                                    Exhibit 24.1

                                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 capacity as a manager of Lauren Family,
L.L.C., 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 any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) 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 14th day of
February, 2011.

/s/ David Richard Lauren
--------------------------------------
David Richard Lauren
rrd325331_367732.html
                                                                    Exhibit 24.2

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Dylan Ariel 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 capacity as a manager of Lauren Family,
L.L.C., 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 any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) 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 8th day of
February, 2011.

/s/ Dylan Ariel Lauren
--------------------------------------
Dylan Ariel Lauren