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