SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

Explanation of Responses:

  • 1. The holder of the securities has the right, at the holder's option, at any time and from time to time, to convert shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.

  • 2. These securities are held directly by Ms. Lauren's spouse, Mr. Ralph Lauren, and are separately included on Mr. Lauren's Section 16 reports.

  • 3. These securities are held by a revocable trust of which Mr. Lauren is the sole trustee and beneficiary, and are separately included on Mr. Lauren's Section 16 reports.

  • 4. These securities are held by a revocable trust of which Ms. Lauren is the sole trustee and beneficiary.

  • 5. These securities are held by trusts of which Ms. Lauren is a trustee established for the benefit of Mr. Lauren's issue.

  • 6. These stock options are currently exercisable.

Remarks:

Solely as a result of repurchases of outstanding Class A Common Stock by Ralph Lauren Corporation, Ms. Lauren's beneficial ownership of shares of Class B Common Stock resulted in beneficial ownership of Class A Common Stock representing more than 10% of the outstanding shares of Class A Common Stock, calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and as a result, Ms. Lauren is filing this Form 3. Ms. Lauren disclaims beneficial ownership of the securities reported herein, except to the extent of her pecuniary interest. Exhibit List: Exhibit 24 - Power of Attorney

/s/ Craig L. Smith, as Attorney-in-Fact Date

02/08/2019

** Signature of Reporting Person

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 5 (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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Ricky Lauren, hereby make, constitute and appoint Craig L. Smith as my agent and attorney-in-fact for the purpose of executing in my name, in my individual capacity and/or in my capacity as a trustee of any trust, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legalor regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d), Section 13(g) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act and granting unto said attorney in fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Except as otherwise specifically provided herein, this Power of Attorney shall not in any manner revoke, in whole or in part, any Power of Attorney previously executed.This Power of Attorney shall not be revoked by any subsequent Power of Attorney executed in the future, unless such subsequent Power of Attorney specifically refers to this Power of Attorney, or specifically states that the instrument is intended to revoke this Power of Attorney, all prior general Powers of Attorney or all prior Powers of Attorney.

IN WITNESS WHEREOF, I have executed this instrument as of the 10th day of September, 2012.

/s/ RICKY LAUREN ------------------------------Ricky Lauren

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Ralph Lauren Corporation published this content on 08 February 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 February 2019 21:54:10 UTC