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).
| CUSIP No. 751212 10 1 | 13G | Page 2 of 8 Pages |
| 1. |
Name of Reporting Persons
Ralph Lauren, individually and as trustee | |||||
| 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
12,756,790 (representing (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) 386,617 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). | ||||
| 6. | Shared Voting Power:
12,546,957 (representing (i) 5,842,342 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). | |||||
| 7. | Sole Dispositive Power:
12,756,790 (representing (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) 386,617 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). | |||||
| 8. | Shared Dispositive Power:
12,546,957 (representing (i) 5,842,342 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). | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
25,303,747 (representing 24,881,276 shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock and 422,471 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):
39.6% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. 751212 10 1 | 13G | Page 3 of 8 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
4,289,028 (representing 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). | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
4,289,028 (representing 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). | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,289,028 (representing 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):
9.9% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. 751212 10 1 | 13G | Page 4 of 8 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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power:
-0- | ||||
| 6. | Shared Voting Power:
5,842,342 (representing shares of Class B Common Stock immediately convertible into an equal number of shares of Class A Common Stock). | |||||
| 7. | Sole Dispositive Power:
-0- | |||||
| 8. | Shared Dispositive Power:
5,842,342 (representing 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:
5,842,342 (representing 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):
13.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| 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) | ||
| CUSIP No. 751212 10 1 | 13G | Page 6 of 8 Pages |
| (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). | |