Morris Goldfarb Form 4 G III APPAREL / MORRIS GOLDFARB ownership change

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^*

GOLDFARB MORRIS

(Last)

(First)

(Middle)

C/O G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/ [ GIII ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

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, Par Value $.01 Per Share	04/01/2024		A		95,450⁽¹⁾	A	$0	4,178,059	D
Common Stock, Par Value $.01 Per Share	04/01/2024		F		87,974⁽²⁾	D	$28.53	4,090,085	D
Common Stock, Par Value $.01 Per Share								200,000	I	Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share								166,750	I	Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share								200,000	I	Morris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share								76,175	I	The Morris And Arlene Goldfarb Family Foundation
Common Stock, Par Value $.01 Per Share								29,666	I	Spouse

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)

Explanation of Responses:

1. Consists of the vesting of 95,450 Performance Stock Units ("PSUs"), each representing a contingent right to receive one share of common stock of G-III Apparel Group, Ltd., granted on March 16, 2021, subject to the satisfaction of two metrics: (i) three-year cumulative earnings before interest and taxes ("Adjusted EBIT") and three-year average return on invested capital ("ROIC") during the three-year performance period of fiscal 2022 through fiscal 2024 (the "Performance Period"). The actual amounts to vest at the end of the Performance Period can range from 0% to 150%. The Company achieved 150% for both metrics during the Performance Period.

2. Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 95,450 PSUs and 63,633 restricted stock units ("RSUs"). The grant of the RSUs was reported on Form 4 filed June 30, 2021.

	/s/ Morris Goldfarb	04/03/2024
	** 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.
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Morris Goldfarb Form 4G III APPAREL / MORRIS GOLDFARB ownership change