0001127602-17-007931.txt : 20170223 0001127602-17-007931.hdr.sgml : 20170223 20170223092209 ACCESSION NUMBER: 0001127602-17-007931 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170223 DATE AS OF CHANGE: 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: GOLDFARB MORRIS CENTRAL INDEX KEY: 0001007772 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18183 FILM NUMBER: 17630978 MAIL ADDRESS: STREET 1: C/O G-III APPAREL GROUP STREET 2: 345 W 37TH ST CITY: NY STATE: NY ZIP: 10018 5 1 form5.xml PRIMARY DOCUMENT X0306 5 2017-01-31 0 1 0000821002 G III APPAREL GROUP LTD /DE/ GIII 0001007772 GOLDFARB MORRIS C/O G-III APPAREL GROUP, LTD. 512 SEVENTH AVENUE NEW YORK NY 10018 1 1 1 CEO Common Stock, Par Value $.01 Per Share 2017-01-27 4 A 0 L 159336 0 A 3773740 D Common Stock, Par Value $.01 Per Share 200000 I Arlene Goldfarb 2012 Delaware Trust Common Stock, Par Value $.01 Per Share 166750 I Goldfarb Family Partners, LLC Common Stock, Par Value $.01 Per Share 200000 I Morris Goldfarb 2012 Delaware Trust Common Stock, Par Value $.01 Per Share 29666 I Spouse Common Stock, Par Value $.01 Per Share 92802 I The Morris And Arlene Goldfarb Family Foundation 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/ Morris Goldfarb 2017-02-23