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 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)
04/15/2011

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)
Class A Common Stock	04/15/2011		A		750.71	A	⁽¹⁾	620,308.27⁽²⁾	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)
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	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	12,710,165		12,710,165⁽⁴⁾	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,102,684		1,102,684⁽⁵⁾	I	By Wife
Class B Common Stock	⁽³⁾	03/09/2011		G⁽⁶⁾	V		120,365	⁽³⁾	⁽³⁾	Class A Common Stock	120,365	$0	3,982,115⁽⁴⁾	I	By GRATs
Class B Common Stock	⁽³⁾	03/09/2011		G⁽⁷⁾	V		58,317	⁽³⁾	⁽³⁾	Class A Common Stock	58,317	$0	1,289,376⁽⁵⁾	I	By Wife's GRATs
Class B Common Stock	⁽³⁾	03/09/2011		G⁽⁶⁾	V	120,365		⁽³⁾	⁽³⁾	Class A Common Stock	120,365	$0	120,365	I	By Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	03/09/2011		G⁽⁷⁾	V	58,317		⁽³⁾	⁽³⁾	Class A Common Stock	58,317	$0	58,317	I	By Trust⁽⁷⁾

Explanation of Responses:

1. Represents restricted stock units payable as a result of the payment of a cash dividend on the Issuer's Class A Common Stock. The restricted stock units are payable solely in shares of the Issuer's Class A Common Stock issued to the reporting person in respect of restricted stock units previously granted under the Issuer's 1997 Long-Term Stock Incentive Plan.

2. This amount includes 100 shares of Class A Common Stock with respect to which the reporting person has not previously reported a pecuniary interest. These shares were purchased by the reporting person on June 12, 1997 at a price of $32.23 per share in connection with the Issuer's initial public offering.

3. The reporting person has the right, at his option, at any time and from time to time, to convert shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.

4. Reflects a distribution on December 17, 2010 to the reporting person of 260,289 shares of Class B Common Stock from two grantor retained annuity trusts, of which the reporting person is a trustee, and a distribution on March 9, 2011 to the reporting person of 379,061 shares of Class B Common Stock from a terminating grantor retained annuity trust, of which the reporting person was a trustee.

5. Reflects a distribution on March 9, 2011 to the reporting person's wife of 183,914 shares of Class B Common Stock from a terminating grantor retained annuity trust of the reporting person's wife, of which she was a trustee.

6. Reflects a gift on March 9, 2011 of 120,365 shares of Class B Common Stock from a terminating grantor retained annuity trust to a successor trust for the benefit of the issue of the reporting person 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 an investment trustee of the successor trust.

7. Reflects a gift on March 9, 2011 of 58,317 shares of Class B Common Stock from a terminating grantor retained annuity trust to a successor trust for the benefit of the issue of the reporting person's wife and for various trusts of which the reporting person's wife is a grantor. The reporting person's wife was a trustee of the terminating grantor retained annuity trust. The reporting person's wife is an investment trustee of the successor trust.

	/s/ Yen D. Chu, Attorney-in-Fact	04/19/2011
	** 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).
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