SEC FORM 4

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

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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^*

CHU DAVID

(Last)

(First)

(Middle)

C/O NAUTICA ENTERPRISES, INC.

40 WEST 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NAUTICA ENTERPRISES INC [ NAUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/27/2003		D		457,208	D	$17⁽⁵⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.87	08/27/2003		D			281,940	07/01/1987⁽¹⁾	07/01/2007	Common Stock	281,940	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$7.46	08/27/2003		D			135,000	05/12/1999⁽²⁾	05/12/2004	Common Stock	135,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$10.38	08/27/2003		D			180,000	03/01/2000⁽³⁾	03/01/2005	Common Stock	180,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$11.28	08/27/2003		D			200,000	08/27/2003⁽⁴⁾	04/09/2009	Common Stock	200,000	⁽⁴⁾	0	D

Explanation of Responses:

1. This option was canceled in the merger between the issuer and V.F. Corporation in exchange for a cash payment of $4,547,692.20, representing the difference between the exercise price of the option and the merger consideration of $17 per share.

2. This option was canceled in the merger between the issuer and V.F. Corporation in exchange for a cash payment of $1,287,900, representing the difference between the exercise price of the option and the merger consideration of $17 per share.

3. This option was canceled in the merger between the issuer and V.F. Corporation in exchange for a cash payment of $1,191,600, representing the difference between the exercise price of the option and the merger consideration of $17 per share.

4. This option, which provided for vesting in five equal installments beginning 4/09/1999, was canceled in the merger between the issuer and V.F. Corporation in exchange for a cash payment of $1,144,000, representing the difference between the exercise price of the option and the merger consideration of $17 per share.

5. Disposed of pursuant to the merger agreement between the issuer and V.F. Corporation in exchange for $7,772,536.

	/s/ David Chu	08/28/2003
	** 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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