0000950103-19-007197.txt : 20190530
0000950103-19-007197.hdr.sgml : 20190530
20190530212026
ACCESSION NUMBER: 0000950103-19-007197
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190528
FILED AS OF DATE: 20190530
DATE AS OF CHANGE: 20190530
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baxter Scott H
CENTRAL INDEX KEY: 0001509765
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38854
FILM NUMBER: 19868354
MAIL ADDRESS:
STREET 1: 105 CORPORATE CENTER BOULEVARD
CITY: GREENSBORO
STATE: NC
ZIP: 27408
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kontoor Brands, Inc.
CENTRAL INDEX KEY: 0001760965
STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320]
IRS NUMBER: 832680248
STATE OF INCORPORATION: NC
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 400 N. ELM STREET
CITY: GREENSBORO
STATE: NC
ZIP: 27401
BUSINESS PHONE: (336) 332-3400
MAIL ADDRESS:
STREET 1: 400 N. ELM STREET
CITY: GREENSBORO
STATE: NC
ZIP: 27401
4
1
dp107662_4-baxter2.xml
FORM 4
X0306
4
2019-05-28
0
0001760965
Kontoor Brands, Inc.
KTB
0001509765
Baxter Scott H
KONTOOR BRANDS, INC.
400 N. ELM STREET
GREENSBORO
NC
27401
1
1
0
0
President and CEO
Common Stock
2019-05-28
4
A
0
6264.266
A
22651.266
D
Common Stock
2019-05-28
4
A
0
6803.704
A
29454.970
D
Common Stock
2019-05-28
4
A
0
100509.512
A
129964.482
D
Common Stock
5124.429
I
By 2017 GRAT
Common Stock
2343.857
I
By 2016 GRAT
Common Stock
380.286
I
By Son
Stock Option (Right to Buy)
31.065
2019-05-28
4
A
0
114966
A
2025-02-17
Common Stock
114966
114966
D
Stock Option (Right to Buy)
25.2684
2019-05-28
4
A
0
135424
A
2026-02-22
Common Stock
135424
135424
D
Stock Option (Right to Buy)
22.0444
2019-05-28
4
A
0
184403
A
2027-02-21
Common Stock
184403
184403
D
Stock Option (Right to Buy)
30.8383
2019-05-28
4
A
0
119160
A
2028-02-20
Common Stock
119160
119160
D
Numbers measured based on the equity awards held by the Reporting Person as of May 22, 2019. All equity awards held by the Reporting Person were subject to adjustment and conversion following the Distribution (as defined below) subject to the terms of the the Employee Matters Agreement, dated as of March 22, 2019, by and between Kontoor Brands, Inc. and VF Corporation ("EMA"), with such measurement period beginning on May 20, 2019 and ending on the close of trading on May 28, 2019.
Represents the grant of restricted stock units ("Kontoor Brands RSUs") with respect to shares of common stock of Kontoor Brands, Inc. ("Kontoor Brands"), without par value ("Kontoor Brands Common Stock"), upon the conversion of restricted stock units with respect to shares of common stock of VF Corporation ("VF"), without par value and stated capital of $0.25 per share ("VF Common Stock"), held by the Reporting Person as of May 22, 2019, in accordance with the terms of EMA and the anti-dilution adjustment provisions under the VF 1996 Stock Compensation Plan ("VF Stock Plan"), in connection with the prorata spinoff distribution ("Distribution") by VF of all of its shares of Kontoor Brands Common Stock to the holders of record of VF Common Stock on May 10, 2019 ("Record Date").
The Kontoor Brands RSUs were granted pursuant to the Kontoor Brands 2019 Stock Compensation Plan ("Kontoor Brands Stock Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding VF restricted stock units.
Represents the grant of Kontoor Brands RSUs with respect to shares of Kontoor Brands Common Stock upon the conversion of performance-based restricted stock units with respect to shares of VF Common Stock, held by the Reporting Person as of May 22, 2019, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the VF Stock Plan in connection with the Distribution. The Kontoor Brands RSUs were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions as applicable to the corresponding VF restricted stock units; however, any performance-based restrictions have been waived, and such Kontoor Brands RSUs are only subject to time-based vesting restrictions.
Represents the grant of Kontoor Brands restricted stock with respect to shares of Kontoor Brands Common Stock upon the conversion of restricted stock with respect to shares of VF Common Stock, held by the Reporting Person as of May 22, 2019, in accordance with the terms of the EMA and the anti-dilution adjustment provisions of the VF Stock Plan in connection with the Distribution. The shares of Kontoor Brands restricted stock were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding VF restricted stock.
Represents the grant of stock options to purchase Kontoor Brands Common Stock ("Kontoor Brands Options") upon the conversion of stock options to purchase VF Common Stock ("VF Options"), in accordance with the terms of the EMA and the anti-dilution adjustment provisions under the VF Stock Plan, in connection with the Distribution. The Kontoor Brands Options were granted pursuant to the Kontoor Brands Stock Plan in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting, exercise and expiration schedules) as applicable to the corresponding VF Options.
This option vests as follows: 38,323 shares vest on 2/18/2016; 38,321 shares vest on 2/18/2017; and 38,322 shares vest on 2/18/2018.
This option vests as follows: 45,142 shares vest on 2/23/2017; 45,142 shares vest on 2/23/2018; and 45,140 shares vest on 2/23/2019.
This option vests as follows: 61,468 shares vest on 2/22/2018; 61,468 shares vest on 2/22/2019; and 61,467 shares vest on 2/22/2020.
This option vests as follows: 39,721 shares vest on 2/21/2019; 39,721 shares vest on 2/21/2020; and 39,718 shares vest on 2/21/2021.
Reflects shares of Kontoor Brands Common Stock received in connection with the Distribution, as reported on the Reporting Person's Form 4 filed on May 24, 2019, as well as an additional 933 shares received in connection with the Distribution which were not previously reported.
/s/ Laurel Krueger, Attorney-in-Fact
2019-05-30