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*
KOPLOVITZ KAY

(Last) (First) (Middle)
KOPLOVITZ & CO. LLC
30 ROCKEFELLER PLAZA

(Street)
NEW YORK NY 10112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLAIBORNE LIZ INC [ LIZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2006
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)
Code V Amount (A) or (D) Price
Common Stock, par value $1 per share 01/31/2006 M 57 A $0 15,164 D
Common Stock, par value $1 per share 01/31/2006 M 2,069 A $0 17,233(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock $0 01/31/2006 M 57(2) 01/31/2006 01/31/2006 Common Stock, par value $1 per share 57 $0 119 D
Phantom Stock $0 01/31/2006 M 2,069(3) 01/31/2006 01/31/2006 Common Stock, par value $1 per share 2,069 $0 6,959 D
Explanation of Responses:
1. Includes 6,205 shares of restricted stock.
2. Represents shares of phantom stock credited to Reporting Person as dividends on Issuer's Common Stock, the receipt of which was previously delayed by Reporting Person pursuant to Reporting Person's election under Issuer's Outside Directors' 1991 Stock Ownership Plan (the "Plan"). Upon distribution of the previously deferred shares of Common Stock, the shares of phantom stock converted to Common Stock on a one-for-one basis. The conversion was deemed to occur as of the date recorded on Issuer's records.
3. Represents shares of phantom stock credited to Reporting Person pursuant to Reporting Person's election to defer receipt of cash compensation for Board and Board Committee retention and meeting fees under the Plan. Upon the lapse of the deferral period, the shares of phantom stock converted to Common stock on a one-to-one basis. The conversion was deemed to occur as of the date recorded on Issuer's records.
Nicholas Rubino, as attorney-in-fact 02/02/2006
** 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.
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