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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
POLO RALPH LAUREN CORP [ RL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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) | 12/17/2007 | J(2) | 203,643 | (1) | (1) | Class A Common Stock | 203,643 | $0 | 10,756,171 | I | By RL Holding LP | |||
Class B Common Stock | (1) | 12/17/2007 | J(2) | 2,036 | (1) | (1) | Class A Common Stock | 2,036 | $0 | 26,272 | I | By RL Holding Group, Inc. | |||
Class B Common Stock | (1) | 12/17/2007 | J(2) | 199,581 | (1) | (1) | Class A Common Stock | 199,581 | $0 | 1,757,084 | I | By RL Family LP | |||
Class B Common Stock | (1) | 12/17/2007 | J(2) | 199,581 | (1) | (1) | Class A Common Stock | 199,581 | $0 | 1,557,503 | I | By RL Family LP | |||
Class B Common Stock | (1) | 12/17/2007 | J(2) | 199,581 | (1) | (1) | Class A Common Stock | 199,581 | $0 | 21,618,427(3) | D | ||||
Class B Common Stock | (1) | 12/17/2007 | J(2) | 2,026 | (1) | (1) | Class A Common Stock | 2,026 | $0 | 21,620,453(3) | D | ||||
Class B Common Stock | (1) | 12/17/2007 | J(4) | 660,740 | (1) | (1) | Class A Common Stock | 660,740 | $0 | 0 | I | By a GRAT(4) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 4,658,882 | 4,658,882 | I | By GRATs | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,029,637 | 3,029,637(5) | I | By Wife's GRATs | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 970,363 | 970,363(5) | I | By Wife |
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 and does not expire. |
2. Reflects a distribution of shares of Class B Common Stock from RL Holding, L.P., a Delaware limited partnership, to each of RL Family L.P., a Delaware limited partnership, RL Holding Group, Inc., a Delaware corporation, and the reporting person. The portion of such shares distributed to RL Family, L.P. were subsequently distributed to the reporting person. |
3. Reflects a distribution to the reporting person of 1,062,577 shares of Class B Common Stock on December 17, 2007 from grantor retained annuity trusts of which the reporting person is a trustee. |
4. Reflects a distribution of shares of Class B Common Stock on December 17, 2007 upon the termination of one of the grantor retained annuity trusts to a successor trust for the benefit of the reporting person's issue and for various trusts of which the reporting person is a grantor. The reporting person was a trustee of the terminating grantor retained annuity trust. The reporting person is not a trustee of the successor trust. |
5. Reflects a distribution to the reporting person's wife of 415,511 shares of Class B Common Stock on April 16, 2007 from the grantor retained annuity trusts of the reporting person's wife, of which she is a trustee. |
Yen D. Chu, Attorney-in-Fact | 12/19/2007 | |
** 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. |