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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Galtie Philippe

(Last)

(First)

(Middle)

TIFFANY & CO.

200 FIFTH AVENUE

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIFFANY & CO [ TIF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2019

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 $.01 Par	12/17/2019		M		1,540	A	⁽¹⁾	11,983	D
Common Stock $.01 Par	12/17/2019		M		92	A	⁽²⁾	12,075	D
Common Stock $.01 Par	12/17/2019		F		870⁽³⁾	D	$133.685	11,205	D
Common Stock $.01 Par	12/17/2019		M		1,361	A	⁽⁴⁾	12,566	D
Common Stock $.01 Par	12/17/2019		M		67	A	⁽²⁾	12,633	D
Common Stock $.01 Par	12/17/2019		F		760⁽³⁾	D	$133.685	11,873	D
Common Stock $.01 Par	12/17/2019		M		4,663	A	⁽⁵⁾	16,536	D
Common Stock $.01 Par	12/17/2019		M		281	A	⁽⁶⁾	16,817	D
Common Stock $.01 Par	12/17/2019		F		2,631⁽⁷⁾	D	$133.685	14,186	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)
Restricted Stock Units	⁽¹⁾	12/17/2019		M			1,540	⁽¹⁾	⁽¹⁾	Common Stock $.01 Par	1,540	$0	0	D
Dividend Equivalent Units	⁽²⁾	12/17/2019		M			92	⁽²⁾	⁽²⁾	Common Stock $.01 Par	92	$0	1,795	D
Common Stock $.01 Par	⁽⁴⁾	12/17/2019		M			1,361	⁽⁴⁾	⁽⁴⁾	Common Stock $.01 Par	1,361	$0	1,361	D
Dividend Equivalent Units	⁽²⁾	12/17/2019		M			67	⁽²⁾	⁽²⁾	Common Stock $.01 Par	67	$0	1,728	D
Performance-based Restricted Stock Units	⁽⁵⁾	12/17/2019		M			4,663	⁽⁵⁾	⁽⁵⁾	Common Stock $.01 Par	4,663	$0	7,643	D
Dividend Equivalent Units	⁽⁶⁾	12/17/2019		M			281	⁽⁶⁾	⁽⁶⁾	Common Stock $.01 Par	281	$0	1,447	D

Explanation of Responses:

1. Represents the accelerated vesting of 770 restricted stock units initially scheduled to vest on January 19, 2020, and 770 restricted stock units initially scheduled to vest on January 19, 2021, in each case on December 17, 2019.

2. Settlement of dividend equivalent units in connection with vesting of restricted stock units. The dividend equivalent units accrued when and as dividends were paid on the issuer's common stock and vested proportionately with the restricted stock units to which they relate. The dividend equivalent units convert to the issuer's common stock on a one-for-one basis.

3. Shares withheld to cover taxes on vested restricted stock units and dividend equivalent units pursuant to issuer's default equity vesting procedures.

4. Represents the accelerated vesting of 1,361 restricted stock units, initially scheduled to vest on July 19, 2020, on December 17, 2019.

5. Each performance-based restricted stock unit represents a contingent right to receive a share of issuer's common stock upon satisfaction of financial performance criteria for the three-year performance period ending January 31, 2020 and publication of issuer's audited financial statements for the fiscal year ending on that date. 12,306 performance-based restricted stock units were granted pursuant to the Tiffany & Co. 2014 Employee Incentive Plan, which complies with Rule 16b-3. The vesting of 4,663 of such performance-based restricted stock units, which were projected to vest and be earned in March 2020, was accelerated to December 17, 2019.

6. Settlement of dividend equivalent units in connection with vesting of performance-based stock units. The dividend equivalent units accrued when and as dividends were paid on the issuer's common stock and vested proportionately with the performance-based stock units to which they relate. The dividend equivalent units convert to the issuer's common stock on a one-for-one basis.

7. Shares withheld to cover taxes on vested performance-based restricted stock units pursuant to issuer's default equity vesting procedures.

Remarks:

	/s/ Catherine W.H. So, Attorney-in-Fact	12/20/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.