0000098246-21-000023.txt : 20210111
0000098246-21-000023.hdr.sgml : 20210111
20210111171151
ACCESSION NUMBER: 0000098246-21-000023
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210107
FILED AS OF DATE: 20210111
DATE AS OF CHANGE: 20210111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHUTZER WILLIAM A
CENTRAL INDEX KEY: 0001016750
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09494
FILM NUMBER: 21521554
MAIL ADDRESS:
STREET 1: C/O TIFFANY & CO LEGAL DEPT
STREET 2: 727 FIFTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TIFFANY & CO
CENTRAL INDEX KEY: 0000098246
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944]
IRS NUMBER: 133228013
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 727 FIFTH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2127558000
MAIL ADDRESS:
STREET 1: 727 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
wf-form4_161040309928883.xml
FORM 4
X0306
4
2021-01-07
1
0000098246
TIFFANY & CO
TIF
0001016750
SHUTZER WILLIAM A
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK
NY
10022
1
0
0
0
Common Stock $.01 Par
2021-01-07
4
D
0
112977
131.50
D
0
D
Common Stock $.01 Par
2021-01-07
4
D
0
102690
131.50
D
0
I
By KJC Ltd.
Common Stock $.01 Par
2021-01-07
4
D
0
32210
131.50
D
0
I
By Article IV Trust
Non-Qualified Stock Option (Right to Buy)
93.53
2021-01-07
4
D
0
4951
D
2029-06-04
Common Stock $.01 Par
4951.0
0
D
Non-Qualified Stock Option (Right to Buy)
126.44
2021-01-07
4
D
0
3326
D
2028-05-24
Common Stock $.01 Par
3326.0
0
D
Non-Qualified Stock Option (Right to Buy)
85.82
2021-01-07
4
D
0
5450
D
2027-05-25
Common Stock $.01 Par
5450.0
0
D
Non-Qualified Stock Option (Right to Buy)
63.38
2021-01-07
4
D
0
6020
D
2026-05-26
Common Stock $.01 Par
6020.0
0
D
Non-Qualified Stock Option (Right to Buy)
94.63
2021-01-07
4
D
0
3409
D
2025-05-28
Common Stock $.01 Par
3409.0
0
D
Non-Qualified Stock Option (Right to Buy)
96.73
2021-01-07
4
D
0
2976
D
2024-05-22
Common Stock $.01 Par
2976.0
0
D
Non-Qualified Stock Option (Right to Buy)
76.82
2021-01-07
4
D
0
2886
D
2023-05-16
Common Stock $.01 Par
2886.0
0
D
Non-Qualified Stock Option (Right to Buy)
61.12
2021-01-07
4
D
0
2878
D
2022-05-17
Common Stock $.01 Par
2878.0
0
D
Non-Qualified Stock Option (Right to Buy)
70.28
2021-01-07
4
D
0
2477
D
2021-05-19
Common Stock $.01 Par
2477.0
0
D
Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, by and among Tiffany & Co. (the "Company"), LVMH Moet Hennessy-Louis Vuitton SE ("Parent"), Breakfast Holdings Acquisition Corp. ("Holding") and Breakfast Acquisition Corp. ("Merger Sub") (the "Merger Agreement"), which amended and restated the Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Company, Parent, Holding and Merger Sub, in exchange for $131.50 per share in cash, without interest and less any required withholding taxes (the "Per Share Merger Consideration"). The total number of shares disposed of included 1,246 unvested restricted stock units ("RSUs"), and 1,366 vested RSUs (which includes dividend equivalent units credited in respect of such vested RSUs) as to which the director elected to defer the maturity date (and thereby the delivery of the related shares).
KJC Ltd. is a Delaware limited partnership of which the reporting person is the sole general partner and of which three of his adult children are limited partners. Reporting person disclaims beneficial ownership of Tiffany & Co. stock held by KJC Ltd.
Article IV trust dated August 1, 2012 for one of the reporting person's adult children. Reporting person's spouse, Faye Shutzer, is the sole trustee of the trust. Reporting person disclaims beneficial ownership of the Tiffany & Co. stock held by the trust.
Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the product of (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the per-share exercise price for such option, multiplied by (ii) the total number of shares underlying such option.
/s/ Catherine W.H. So, Attorney-in-Fact
2021-01-11