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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* RUTKOWSKI LAWRENCE (Last) (First) (Middle) C/O THE WARNACO GROUP, INC. 501 SEVENTH AVENUE (Street) NEW YORK NY 10018 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WARNACO GROUP INC /DE/ [ WRC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Exec. VP and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2012
	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 $0.01 per share	12/18/2012		M		25,900	A	$23.21	65,497	D
Common Stock, par value $0.01 per share	12/18/2012		M		6,100	A	$27.07	71,597	D
Common Stock, par value $0.01 per share	12/18/2012		M		15,650	A	$50.13	87,247	D
Common Stock, par value $0.01 per share	12/18/2012		M		23,550	A	$27.02	110,797	D
Common Stock, par value $0.01 per share	12/18/2012		M		8,333	A	$43.28	119,130	D
Common Stock, par value $0.01 per share	12/18/2012		M		2,967	A	$55.57	122,097	D
Common Stock, par value $0.01 per share	12/18/2012		S		82,500	D	$71.4836(1)	39,597	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
Employee stock options (right to purchase)	$23.21	12/18/2012		M			25,900	(2)	02/28/2016	Common Stock, par value $0.01 per share	25,900	$0.00	0	D
Employee stock options (right to purchase)	$27.07	12/18/2012		M			6,100	(3)	03/07/2017	Common Stock, par value $0.01 per share	6,100	$0.00	0	D
Employee stock options (right to purchase)	$50.13	12/18/2012		M			15,650	(4)	05/14/2018	Common Stock, par value $0.01 per share	15,650	$0.00	0	D
Employee stock options (right to purchase)	$27.02	12/18/2012		M			23,550	(5)	05/13/2019	Common Stock, par value $0.01 per share	23,550	$0.00	0	D
Employee stock options (right to purchase)	$43.28	12/18/2012		M			8,333	(6)	03/03/2020	Common Stock, par value $0.01 per share	8,333	$0.00	4,167	D
Employee stock options (right to purchase)	$55.57	12/18/2012		M			2,967	(7)	03/01/2021	Common Stock, par value $0.01 per share	2,967	$0.00	5,933	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $71.43 to $71.53. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

2. These options became fully vested on February 28, 2009.

3. These options became fully vested on March 7, 2010.

4. These options became fully vested on March 5, 2011.

5. These options became fully vested on March 4, 2012.

6. One-third of the options vested on March 3, 2011 and an additional one-third of the options vested on March 3, 2012. The remaining one-third of the options vest on March 3, 2013.

7. One-third of the options vested on March 1, 2012. An additional one-third of the options vest on March 1, 2013 and the remaining one-third of the options vest on March 1, 2014.

Remarks:

	/s/ Ericka Alford as Attorney-in-Fact for Lawrence R. Rutkowski	12/20/2012
	** 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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