0001127602-17-013240.txt : 20170330
0001127602-17-013240.hdr.sgml : 20170330
20170330150818
ACCESSION NUMBER: 0001127602-17-013240
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170328
FILED AS OF DATE: 20170330
DATE AS OF CHANGE: 20170330
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: 17725332
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
2017-03-28
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
2017-03-28
4
A
0
13634
20.17
A
319531
D
The above-named person will be entitled to receive these shares of our common stock if (and only if) either the performance goal in clause (a) or (b) (each, a "Performance Condition") is attained: (a) the amount of the consolidated earnings before interest and financing charges, net, depreciation, amortization and income tax expense of the Donna Karan business is at least $25,000,000 in either the fiscal year ending January 31, 2018, January 31, 2019 or January 31, 2020; or
(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 ending on or prior to March 28, 2019 is at least $30.00 (which is approximately 23% above the closing price on the trading date prior to the date of the Compensation Committee meeting at which the special awards were made) or (ii) if the stock price performance condition in clause (b) is not satisfied, during the period beginning subsequent to March 28, 2019 and ending on or prior to March 28, 2020 is at least $31.50 (which is approximately 29% above the closing price on the trading date prior to the Compensation Committee meeting at which the special awards were made).
If either of the Performance Conditions is met, then, the RSUs will become vested as to one-third of the shares on each of March 28, 2018, March 28, 2019 and March 28, 2020 (the "Time-Based Vesting Condition"), subject to the above-named person's continuous employment or service with us through the applicable Time-Based Vesting Condition date. If neither of the Performance Conditions is satisfied, we will not issue any shares of common stock pursuant to the RSU awards. If one of the Performance Conditions is satisfied after the first Time-Based Vesting Condition date (March 28, 2018), then, at the time the Performance Condition is met, we will issue the shares of common stock that would have been issued on any prior Time-Based Vesting Condition date as if the Performance Condition had been met on or prior to that date.
/s/ Wayne Miller
2017-03-30