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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CLAIBORNE LIZ INC [ LIZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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. | ||
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. |