0001127602-15-033972.txt : 20151214 0001127602-15-033972.hdr.sgml : 20151214 20151214160650 ACCESSION NUMBER: 0001127602-15-033972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151210 FILED AS OF DATE: 20151214 DATE AS OF CHANGE: 20151214 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: G III APPAREL GROUP LTD /DE/ CENTRAL INDEX KEY: 0000821002 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 411590959 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126298830 MAIL ADDRESS: STREET 1: 512 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ANTE CORP DATE OF NAME CHANGE: 19891120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLER WAYNE S CENTRAL INDEX KEY: 0001247395 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18183 FILM NUMBER: 151286067 MAIL ADDRESS: STREET 1: C/O GIII APPAREL GROUP LTD STREET 2: 512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-12-10 0000821002 G III APPAREL GROUP LTD /DE/ GIII 0001247395 MILLER WAYNE S C/O G-III APPAREL GROUP, LTD. 512 SEVENTH AVENUE NEW YORK NY 10018 1 Chief Operating Officer Common Stock, Par Value $.01 Per Share 2015-12-10 4 A 0 52967 0 A 274665 D The above-named persons will be entitled to receive these shares of our common stock only if the performance conditions in clauses (a) and either (b)(1) or (b)(2) set forth below are satisfied: (a) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years beginning on the date of grant is at least $53.56 (which is 10% above the closing price on the date of the Compensation Committee meeting, December 10, 2015 (the "Reference Date") or (ii) during the third, fourth and fifth years after the Reference Date is at least $56.00 (which is 15% above the closing price on the Reference Date); and either (b) (1) (i) the amount of our net income per share on a fully diluted basis as reported in our audited financial statements ("Net Income Per Share") for the fiscal year ending January 31, 2017 or January 31, 2018 is at least 10% greater than the amount of our Net Income Per Share for the fiscal year ending January 31, 2016 (the "2016 Amount"), (ii) if the net income-based performance objective in clause (b)(1) (i) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2019 is at least 15% greater than the 2016 Amount, or (iii) if the net income-based performance objective in clause (b)(1) (i) or (ii) is not satisfied, our Net Income Per Share for the fiscal year ending January 31, 2020 is at least 20% greater than the 2016 Amount, or (2) the average closing price per share of our common stock on the Nasdaq Global Select Market over a twenty consecutive trading day period (i) during the two years beginning on the date of grant is at least $58.43 (which is 20% above the closing price on the Reference Date) or (ii) during the third, fourth and fifth years after the reference date is at least $60.87 (which is 25% above the closing price on the Reference Date). (clauses (a) and (b) together, the "Performance Conditions"). In addition, the right to receive shares of common stock pursuant to the above-described restricted stock unit grants will become vested in four equal annual installments on each of December 10, 2017, 2018, 2019 and 2020 (the "Time Vesting Condition"). /s/ Wayne Miller 2015-12-14