0001127602-17-007929.txt : 20170223
0001127602-17-007929.hdr.sgml : 20170223
20170223091954
ACCESSION NUMBER: 0001127602-17-007929
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170131
FILED AS OF DATE: 20170223
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: Aaron Sammy
CENTRAL INDEX KEY: 0001332749
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18183
FILM NUMBER: 17630968
MAIL ADDRESS:
STREET 1: C/O GIII APPAREL GROUP
STREET 2: 512 SEVENTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
5
1
form5.xml
PRIMARY DOCUMENT
X0306
5
2017-01-31
0
1
0000821002
G III APPAREL GROUP LTD /DE/
GIII
0001332749
Aaron Sammy
C/O G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE
NEW YORK
NY
10018
1
1
Vice Chairman and President
Common Stock, Par Value $.01 Per Share
2016-01-27
4
A
0
L
122566
0
A
596033
D
The above-named person will be entitled to receive these shares of our common stock only if the performance conditions in clauses (a) and (b) set forth below are satisfied: (a) (i) the amount of our consolidated earnings before
interest and financing charges, net, and income tax expense ("EBIT") for the fiscal year ending January 31, 2019, subject to certain adjustments for non-recurring items, is at least 25% greater than EBIT for the fiscal year ending
January 31, 2017, subject to certain adjustments for non-recurring items and excluding the results of the Donna Karan business for such fiscal year ("Adjusted Fiscal 2017 EBIT") or (ii) if the performance condition in clause (a)(i) is
not satisfied, our EBIT for the fiscal year ending January 31, 2020, subject to certain adjustments for non-recurring items, is at least 50% greater than Adjusted Fiscal 2017 EBIT; and (b) 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 period beginning on the date of grant and on or prior to January 31, 2019 is at least $30.30 (which is 20% above the
closing price on the date of the Compensation Committee meeting, January 27, 2017 (the "Reference Date") or (ii) if the stock price performance period in clause (b)(i) is not satisfied, during the period beginning subsequent to January
31, 2019 and ending on or prior to January 31, 2020 is at least $31.5625 (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 as to 50% of the shares on each of January 27, 2019 and January 27, 2020 (the "Time Vesting Condition"). A grantee must remain
employed by us or otherwise perform service for us in order to receive shares of our common stock pursuant to the above-described restricted stock unit grants after both Performance Conditions have been satisfied. If both
Performance Conditions are not satisfied within the above-described time periods, we will not issue any shares of common stock pursuant to the restricted stock unit grants. If both Performance Conditions are satisfied at any time
during the above-referenced time periods, we will issue shares of common stock in respect of all annual installment periods of the Time Vesting Condition for which shares have not previously been issued.
/s/ Sammy Aaron
2017-02-23