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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| POLO RALPH LAUREN CORP |
| 650 MADISON AVE |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
POLO RALPH LAUREN CORP
[ RL ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| President & COO |
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3. Date of Earliest Transaction
(Month/Day/Year)
09/15/2010
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
09/15/2010 |
|
S
|
|
21,100 |
D |
$84.665
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222,434.3 |
D |
|
| Class A Common Stock |
09/15/2010 |
|
S
|
|
1,712 |
D |
$85.326
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220,722.3 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
|
|
/s/ Yen D. Chu, Attorney-in-Fact |
09/16/2010 |
|
** 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). |
| 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
By executing this Power of Attorney (this "Power of Attorney"),
the undersigned irrevocably makes, constitutes and appoints the Persons
listed on Schedule A hereto (each such person, an "Agent") as its
true and lawful agents and attorneys in fact, with full power of
substitution to the undersigned and full power and authority in the
undersigned's name, place and stead, to:
(1) execute, sign, acknowledge, swear to, record and file for
and on behalf of the undersigned, in the undersigned's capacity as an
officer or director of Polo Ralph Lauren Corporation (the "Company"),
any and all Forms 3, 4 and 5 and amendments thereto required to be filed
by the undersigned in accordance with Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules thereunder
with respect to the undersigned's holdings of and transactions in the
securities issued by the Company (the "Section 16 Reports");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any Section 16 Reports and timely file such Section 16 Reports with the
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such Agent, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such Agent on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as may be approved in the
discretion of the Agent.
The undersigned acknowledges and agrees that neither the Agents nor any
other person or entity has hereby assumed or shall be responsible for the
undersigned's responsibilities to comply with the requirements of Section
16 of the Exchange Act and any other applicable law.
This Power of Attorney does not authorize the Agent to dispose of
any of the undersigned's property. The Agent is only authorized to report
transactions engaged in by the undersigned or other persons with
appropriate authority.
This Power of Attorney shall not revoke any power of attorney that
has been previously granted by the undersigned to any other person.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Section 16 Reports, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing Agents. For clarity, this Power of Attorney shall not be
deemed to be revoked by any power of attorney that may be granted by the
undersigned to any other person after the date hereof, unless any such
subsequent power of attorney specifically refers to this Power of
Attorney by the date of execution of this Power of Attorney by the
undersigned.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important
document. As the "principal," you give the person whom you choose (your
"agent") authority to spend your money and sell or dispose of your
property during your lifetime without telling you. You do not lose your
authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act
according to any instructions you have provided or, where there are no
specific instructions, in your best interest. "Important Information for
the Agent" at the end of this document describes your agent's responsibilities.
Your agent can act on your behalf only after signing the Power of
Attorney before a notary public.
You can request information from your agent at any time. If you are
revoking a prior Power of Attorney by executing this Power of Attorney,
you should provide written notice of the revocation to your prior agent(s)
and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for
any reason as long as you are of sound mind. If you are no longer of sound
mind, a court can remove an agent for acting improperly.
Your agent cannot make health care decisions for you. You may execute
a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York
General Obligations Law, Article 5, Title 15. This law is available at a law
library, or online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand,
you should ask a lawyer of your own choosing to explain it to you.
[Remainder of Page Left Intentionally Blank]
2
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of August 12, 2010.
/s/ Roger N. Farah
Roger N. Farah
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 12th day of August, in the year 2010, before me, the
undersigned, a Notary Public in and for said state, personally appeared
Roger N. Farah, personally known to me or proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
/s/ Joyce Peress
Notary Public
Joyce Peress
Notary Public, State of New York
No.01PE6056029
Qualified in Queens County
Commission Expires March 12, 2011
[Signature Page of Principal to Power of Attorney]
IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this Power of
Attorney, a special legal relationship is created between you and the
principal. This relationship imposes on you legal responsibilities that
continue until you resign or the Power of Attorney is terminated or revoked.
You must:
(1) act according to any instructions from the principal, or,
where there are no instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in
the principal's best interest;
(3) keep the principal's property separate and distinct from
any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions
conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the
principal by writing or printing the principal's name and signing your own
name as "agent" in either of the following manner: (Principal's Name) by
(Your Signature) as Agent, or (your signature) as Agent for (Principal's Name).
You may not use the principal's assets to benefit yourself or give
major gifts to yourself or anyone else unless the principal has specifically
granted you that authority in this Power of Attorney or in a Statutory Major
Gifts Rider attached to this Power of Attorney. If you have that authority,
you must act according to any instructions of the principal or, where there
are no such instructions, in the principal's best interest. You may resign by
giving written notice to the principal and to any co-agent, successor agent,
monitor if one has been named in this document, or the principal's guardian
if one has been appointed. If there is anything about this document or your
responsibilities that you do not understand, you should seek legal advice.
Liability of agent:
The meaning of the authority given to you is defined in New York's General
Obligations Law, Article 5, Title 15. If it is found that you have violated
the law or acted outside the authority granted to you in the Power of Attorney,
you may be liable under the law for your violation.
4
Avery S. Fischer has read the foregoing Power of Attorney and
acknowledges his legal responsibilities with respect thereto.
IN WITNESS WHEREOF, Avery S. Fischer has executed this Power of
Attorney as of August 12, 2010.
By: /s/ Avery S. Fischer
Avery S. Fischer
STATE OF New York )
) ss.:
COUNTY OF New York )
On the 12th day of August, in the year 2010, before me, the
undersigned, a Notary Public in and for said state, personally appeared
Avery S. Fischer, personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity,
and that by his signature on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.
/s/ Joyce Peress
Notary Public
Joyce Peress
Notary Public, State of New York
No.01PE6056029
Qualified in Queens County
Commission Expires March 12, 2011
[Signature Page of Agent to Power of Attorney]
Yen D. Chu has read the foregoing Power of Attorney and acknowledges
her legal responsibilities with respect thereto.
IN WITNESS WHEREOF, Yen D. Chu has executed this Power of Attorney
as of August 12, 2010.
By: /s/ Yen D. Chu
Yen D. Chu
STATE OF New York )
) ss.:
COUNTY OF New York )
On the 12th day of August, in the year 2010, before me, the
undersigned, a Notary Public in and for said state, personally appeared Yen D.
Chu, personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her capacity, and that by
her signature on the instrument, the person or the entity upon behalf of which
the person acted, executed the instrument.
/s/ Joyce Peress
Notary Public
Joyce Peress
Notary Public, State of New York
No.01PE6056029
Qualified in Queens County
Commission Expires March 12, 2011
[Signature Page of Agent to Power of Attorney]
Tracey T. Travis has read the foregoing Power of Attorney and
acknowledges her legal responsibilities with respect thereto.
IN WITNESS WHEREOF, Tracey T. Travis has executed this Power of
Attorney as of September 13, 2010.
By: /s/ Tracey T. Travis
Tracey T. Travis
STATE OF New York )
) ss.:
COUNTY OF New York )
On the 13th day of September, in the year 2010, before me,
the undersigned, a Notary Public in and for said state, personally appeared
Tracey T. Travis, personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her capacity,
and that by her signature on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.
/s/ Joyce Peress
Notary Public
Joyce Peress
Notary Public, State of New York
No.01PE6056029
Qualified in Queens County
Commission Expires March 12, 2011
[Signature Page of Agent to Power of Attorney]
Schedule A
1. Avery S. Fischer, Senior Vice President and General Counsel of Polo Ralph
Lauren Corporation
2. Yen D. Chu, Vice President, Corporate Counsel and Assistant Secretary of
Polo Ralph Lauren Corporation
3. Tracey T. Travis, Senior Vice President and Chief Financial Officer of
Polo Ralph Lauren Corporation
