SEC Filing | Ralph Lauren Corporation

View:

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^*

LAUREN RALPH

(Last)

(First)

(Middle)

650 MADISON AVE

(Street)

NEW YORK

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	12/18/2006		J⁽²⁾		165,454		⁽¹⁾	⁽¹⁾	Class A Common Stock	165,454	$0	20,356,269⁽³⁾	D
Class B Common Stock	⁽¹⁾	12/18/2006		J⁽²⁾		1,671		⁽¹⁾	⁽¹⁾	Class A Common Stock	1,671	$0	24,236	I	By RL Holding Group, Inc.
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
Class B Common Stock	⁽¹⁾	12/18/2006		J⁽²⁾		163,791		⁽¹⁾	⁽¹⁾	Class A Common Stock	163,791	$0	1,721,294	I	By RL Family LP
Class B Common Stock	⁽¹⁾	12/18/2006		J⁽²⁾			163,791	⁽¹⁾	⁽¹⁾	Class A Common Stock	163,791	$0	1,557,503	I	By RL Family LP
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	6,382,199		6,382,199⁽³⁾	I	By GRAT
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	3,445,148		3,445,148⁽⁴⁾	I	By Wife's GRAT
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	554,852		554,852⁽⁴⁾	I	By Wife

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, to its partners and a subsequent distribution of such shares from one of those partners, RL Family L.P., a Delaware limited partnership, to the reporting person (change from indirect to direct beneficial ownership).

3. Reflects a distribution to the reporting person of 722,739 shares of Class B Common Stock on December 18, 2006 from grantor retained annuity trusts of which the reporting person is a trustee.

4. Reflects a distribution to the reporting person's wife of 554,852 shares of Class B Common Stock on April 17, 2006 from the grantor retained annuity trusts of the reporting person's wife, of which she is a trustee.

	Yen D. Chu, Attorney-in-Fact	12/20/2006
	** 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.