RALPH LAUREN CORPORATION (Name of Issuer)
Total Page:16
File Type:pdf, Size:1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* 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) September 10, 2012 (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) x 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). Page 1 of 9 Pages CUSIP No. 751212 10 1 13G Page 2 of 9 Pages 1. Name of Reporting Persons Ralph Lauren, individually and as trustee of various trusts 2. Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ 3. SEC Use Only 4. Citizenship or Place of Organization: United States 5. Sole Voting Power: 14,591,374 (representing (i) 13,534,543 shares of Class B Common Stock, par value $.01 per share (“Class B Common Stock”), immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share (“Class A Common Stock”), held by a revocable trust of which Mr. Lauren is the sole trustee and sole beneficiary, (ii) 106,830 shares of Class A Common Stock held by Mr. Lauren’s revocable trust, and (iii) options representing the right to acquire 950,001 shares of Class A Common Stock). 6. Shared Voting Power: 11,163,298 (representing (i) 8,792,342 shares of Class B Common Stock owned by Lauren Family, L.L.C., a limited liability company of which Mr. Lauren has the power to remove and replace each manager, provided that the replacement manager is not related to or subordinate to Mr. Lauren and (ii) 2,370,956 shares of Class B Common Stock held by a trust of which Mr. Lauren has the power to remove and replace the trustees, provided that Mr. and Mrs. Lauren may not serve as the NUMBER OF replacement trustees, established for the benefit of Mrs. Lauren’s issue; each of the shares of Class B Common stock in SHARES (i) and (ii) above is immediately convertible into an equal number of shares of Class A Common Stock). BENEFICIALLY OWNED BY 7. Sole Dispositive Power: EACH 15,836,506 (representing (i) 13,534,543 shares of Class B Common Stock held by a revocable trust of which Mr. Lauren is REPORTING the sole trustee and sole beneficiary, (ii) 1,245,132 shares of Class B Common Stock held by a grantor retained annuity trust PERSON established for the benefit of Mr. Lauren’s issue and of which Mr. Lauren is a trustee with sole dispositive power, (iii) WITH 106,830 shares of Class A Common Stock held by Mr. Lauren’s revocable trust and (iv) options representing the right to acquire 950,001 shares of Class A Common Stock); each of the shares of Class B Common stock in (i) and (ii) above is immediately convertible into an equal number of shares of Class A Common Stock). 8. Shared Dispositive Power: 14,422,557 (representing (i) 8,792,342 shares of Class B Common Stock owned by Lauren Family, L.L.C., a limited liability company of which Mr. Lauren has the power to remove and replace each manager, provided that the replacement manager is not related to or subordinate to Mr. Lauren, (ii) 2,370,956 shares of Class B Common Stock held by a trust of which Mr. Lauren has the power to remove and replace the trustees provided that Mr. and Mrs. Lauren may not serve as the replacement trustees, established for the benefit of Mrs. Lauren’s issue and (iii) 3,259,259 shares of Class B Common Stock held by trusts of which Mr. Lauren has the power to remove and replace the trustees, provided that the replacement trustee is not related to or subordinate to Mr. Lauren, established for the benefit of Mr. Lauren’s issue; each of the shares of Class B Common stock in (i) through (iii) above is immediately convertible into an equal number of shares of Class A Common Stock). 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 30,259,063 (representing 29,202,232 shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock, 106,830 shares of Class A Common Stock and options representing the right to acquire 950,001 shares of Class A Common Stock) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9): 33.4% 12. Type of Reporting Person (See Instructions): IN CUSIP No. 751212 10 1 13G Page 3 of 9 Pages 1. Name of Reporting Persons Ricky Lauren, individually and as trustee of various trusts 2. Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ 3. SEC Use Only 4. Citizenship or Place of Organization: United States 5. Sole Voting Power: 6,133,435 (representing (i) 1,629,044 shares of Class B Common Stock held by a revocable trust of which Mrs. Lauren is the sole trustee and sole beneficiary, (ii) 1,245,132 shares of Class B Common Stock held by a grantor retained annuity trust established for the benefit of Mr. Lauren and his issue and of which Mrs. Lauren is a trustee with sole voting power, and (iii) NUMBER OF 3,259,259 shares of Class B Common Stock held by trusts of which Mrs. Lauren is a trustee with sole voting power SHARES established for the benefit of Mr. Lauren’s issue; each of the shares of Class B Common stock in (i) through (iii) above is BENEFICIALLY immediately convertible into an equal number of shares of Class A Common Stock). OWNED BY 6. Shared Voting Power: EACH REPORTING -0- PERSON 7. Sole Dispositive Power: WITH 1,629,044 (representing shares of Class B Common Stock held by a revocable trust of which Mrs. Lauren is the sole trustee and sole beneficiary, which is immediately convertible into an equal number of shares of Class A Common Stock). 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 6,133,435 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9): 9.2% 12. Type of Reporting Person (See Instructions): IN CUSIP No. 751212 10 1 13G Page 4 of 9 Pages 1. Name of Reporting Persons Lauren Family, L.L.C. 2. Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: -0- NUMBER OF 6. Shared Voting Power: SHARES BENEFICIALLY 8,792,342 (representing 8,792,342 shares of Class B Common Stock immediately convertible into an equal number of OWNED BY shares of Class A Common Stock) EACH 7. Sole Dispositive Power: REPORTING PERSON -0- WITH 8. Shared Dispositive Power: 8,792,342 (representing 8,792,342 shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,792,342 (representing 8,792,342 shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ 11. Percent of Class Represented by Amount in Row (9): 12.7% 12. Type of Reporting Person (See Instructions): OO Page 5 of 9 Pages EXPLANATORY NOTE This Amendment No. 10 (this “Amendment”) to the Statement on Schedule 13G, filed on February 11, 1998, by Ralph Lauren and related entities, as heretofore amended (the “Statement”), amends and restates the Statement in its entirety. In connection with the long-term estate planning strategy of Mr. and Mrs. Lauren, shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), which Class B Common Stock is immediately convertible into an equal number of shares of Class A Common Stock, previously held directly by Mr. or Mrs. Lauren or in trusts for the benefit of Mr. and Mrs. Lauren’s family members were transferred to certain trusts for the benefit of Mr. Lauren, Mrs. Lauren, and/or their family members. With respect to the substantial majority of such shares, Mr. or Mrs. Lauren previously had either sole voting and/or dispositive power over such shares or shared voting and/or dispositive power over such shares through one or both of his or her ability to remove and replace the trustees or managers of a trust or other entity, provided that the replacement trustees or managers were not related to or subordinate to Mr.