Ralph Lauren SC 13G/A / LAUREN RALPH ownership change

Ralph Lauren (RL) SC 13G/ARALPH LAUREN / LAUREN RALPH ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

RALPH LAUREN CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

751212 10 1

(CUSIP Number)

December 31, 2023

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP No. 751212 10 1		13G		Page 3 of 8 Pages


CUSIP No. 751212 10 1		13G		Page 4 of 8 Pages


CUSIP No. 751212 10 1		13G		Page 5 of 8 Pages

Item 1(a).

Name of Issuer:

Ralph Lauren Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

650 Madison Avenue, New York, New York 10022

Item 2(a).

Name of Person Filing:

This Schedule 13G is filed by:

(i)	Ralph Lauren, individually and as trustee

(ii)	Ricky Lauren, individually and as trustee of various trusts

(iii)

Lauren Family, L.L.C.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

c/o Ralph Lauren Corporation, 650 Madison Avenue,

New York, New York 10022

Item 2(c).

Citizenship:

(i)	Ralph Lauren – United States of America

(ii)	Ricky Lauren – United States of America

(iii)

Lauren Family, L.L.C. – Delaware

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $.01 per share

Item 2(e).

CUSIP Number:

751212 10 1

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)


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(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240. 13d-1(b)(1)(ii)(F)

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(J)

Item 4.

Ownership.

See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Pages. The calculation of beneficial ownership percentage, in each case, is based on shares of Class A Common Stock, par value $.01 per share (“Class A Common Stock”) outstanding, plus, in each case, the number of shares of Class A Common Stock that may be received by each reporting person upon conversion of shares of Class B Common Stock, par value $.01 per share (“Class B Common Stock”).

Item 5.

Ownership of Five Percent or Less of a Class.

IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification.

Not applicable


				Page 7 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024


RALPH LAUREN, individually and as trustee

By:		/s/ CRAIG L. SMITH
Name:		Craig L. Smith
Title:		Attorney-in-Fact for Ralph Lauren

RICKY LAUREN, individually and as trustee of various trusts

By:		/s/ CRAIG L. SMITH
Name:		Craig L. Smith
Title:		Attorney-in-Fact for Ricky Lauren

LAUREN FAMILY, L.L.C.

By:		/s/ CRAIG L. SMITH
Name:		Craig L. Smith
Title:		Attorney-in-Fact for Andrew Lauren, Manager

By:		/s/ CRAIG L. SMITH
Name:		Craig L. Smith
Title:		Attorney-in-Fact for David Lauren, Manager

By:		/s/ CRAIG L. SMITH
Name:		Craig L. Smith
Title:		Attorney-in-Fact for Dylan Lauren, Manager


				Page 8 of 8 Pages

EXHIBIT LIST


Exhibit

A.		Joint Filing Agreement, dated as of September 10, 2012, by and between Ralph Lauren, Ricky Lauren and Lauren Family, L.L.C (incorporated by reference to Exhibit A of the Amendment No. 10 to the Schedule 13G filed by Ralph Lauren, Ricky Lauren and Lauren Family L.L.C. on September 11, 2012).

B.		Power of Attorney, dated as of September 10, 2012, by Ralph Lauren, in his individual capacity and as trustee of various trusts, in favor of Craig Smith (incorporated by reference to Exhibit B of the Amendment No. 10 to the Schedule 13G filed by Ralph Lauren, Ricky Lauren and Lauren Family L.L.C. on September 11, 2012).

C.		Power of Attorney, dated as of September 10, 2012, by Ricky Lauren, in her individual capacity and as trustee of various trusts, in favor of Craig Smith (incorporated by reference to Exhibit C of the Amendment No. 10 to the Schedule 13G filed by Ralph Lauren, Ricky Lauren and Lauren Family L.L.C. on September 11, 2012).

D.		Power of Attorney, dated as of February 14, 2011, by Andrew Lauren in favor of Craig Smith (incorporated herein by reference to Exhibit B of the Amendment No. 8 to the Schedule 13G filed by Ralph Lauren and Lauren Family L.L.C., on February 14, 2011).

E.		Power of Attorney, dated as of February 14, 2011, by David Lauren in favor of Craig Smith (incorporated herein by reference to Exhibit C of the Amendment No. 8 to the Schedule 13G filed by Ralph Lauren and Lauren Family L.L.C., on February 14, 2011).

F.		Power of Attorney, dated as of February 8, 2011, by Dylan Lauren in favor of Craig Smith (incorporated herein by reference to Exhibit D of the Amendment No. 8 to the Schedule 13G filed by Ralph Lauren and Lauren Family L.L.C., on February 14, 2011).

Name of Reporting Persons

Ralph Lauren, individually and as trustee

Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization:

United States