Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 23)*
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RALPH LAUREN CORPORATION (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
751212101 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 751212101 |
| 1 | Names of Reporting Persons
Ralph Lauren, individually and as trustee | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,355,751.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Sole Voting Power represents (i) 12,282,954 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) 438,621 shares of Class A Common Stock held directly, (iii) 35,854 shares of Class A Common Stock held by Mr. Lauren's revocable trust and (iv) 51,365 shares of Class B Common Stock held by a trust of which Mr. Lauren is a trustee.Shared Voting Power represents (i) 2,842,342 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, (iii) 4,289,028 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 and (iv) 44,631 shares of Class B Common Stock held by a trust of which Mr. Lauren has the power to remove and replace the trustee, provided that the replacement trustee is not related to or subordinate to Mr. Lauren, established for the benefit of Mrs. Lauren and Mr. Lauren's issue; each of the shares of Class B Common stock in (i) through (iv) above is immediately convertible into an equal number of shares of Class A Common Stock.Sole Dispositive Power represents (i) 12,282,954 shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock held by a revocable trust of which Mr. Lauren is the sole trustee and sole beneficiary, (ii) 438,621 shares of Class A Common Stock held directly, (iii) 35,854 shares of Class A Common Stock held by Mr. Lauren'
s revocable trust and (iv) 51,365 shares of Class B Common Stock held by a trust of which Mr. Lauren is a trustee.Shared Dispositive Power represents (i) 2,842,342 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, (iii) 4,289,028 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 and (iv) 44,631 shares of Class B Common Stock held by a trust of which Mr. Lauren has the power to remove and replace the trustee, provided that the replacement trustee is not related to or subordinate to Mr. Lauren, established for the benefit of Mrs. Lauren and Mr. Lauren's issue; each of the shares of Class B Common stock in (i) through (iv) above is immediately convertible into an equal number of shares of Class A Common Stock.Aggregate Amount Beneficially Owned represents 21,881,276 shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock and 474,475 shares of Class A Common Stock.
SCHEDULE 13G
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| CUSIP No. | 751212101 |
| 1 | Names of Reporting Persons
Ricky Lauren, individually and as trustee of various trusts | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,289,028.00 | ||||||||
| 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)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Shared Voting Power represents shares of Class B Common Stock held by trusts of which Mrs. Lauren is a trustee established for the benefit of Mr. Lauren's issue which are immediately convertible into an equal number of shares of Class A Common Stock.Shared Dispositive Power represents shares of Class B Common Stock held by trusts of which Mrs. Lauren is a trustee established for the benefit of Mr. Lauren's issue which are immediately convertible into an equal number of shares of Class A Common Stock.Aggregate Amount Beneficially Owned represents shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock.
SCHEDULE 13G
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| CUSIP No. | 751212101 |
| 1 | Names of Reporting Persons
Lauren Family, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,842,342.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Shared Voting Power represents shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock.Shared Dispositive Power represents shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock.Aggregate Amount Beneficially Owned represents shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
RALPH LAUREN CORPORATION | |
| (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. | |
| (b) | Address or principal business office or, if none, residence:
c/o Ralph Lauren Corporation, 650 Madison Avenue,New York, New York 10022 | |
| (c) | Citizenship:
Ralph Lauren - United States of AmericaRicky Lauren - United States of AmericaLauren Family L.L.C. - Delaware | |
| (d) | Title of class of securities:
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE | |
| (e) | CUSIP No.:
751212101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (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);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
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"). | |
| (b) | Percent of class:
See Item 2(a) above. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See each cover page hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See each cover page hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature: EXHIBIT LISTExhibitA.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).