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