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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GOLDFARB MORRIS

(Last) (First) (Middle)
C/O G-III APPAREL GROUP, LTD.
512 SEVENTH AVENUE

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/ [ GIII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, Par Value $.01 Per Share 03/04/2025 A 500,000(1) A $25.44 500,000 I MORRIS GOLDFARB 2024 GRAT JG
Common Stock, Par Value $.01 Per Share 03/04/2025 D 500,000(1) D $25.44 3,423,071 D
Common Stock, Par Value $.01 Per Share 03/04/2025 A 500,000(1) A $25.44 500,000 I MORRIS GOLDFARB 2024 GRAT LF
Common Stock, Par Value $.01 Per Share 03/04/2025 D 500,000(1) D $25.44 2,923,071 D
Common Stock, Par Value $.01 Per Share 200,000 I Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share 166,750 I Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share 200,000 I Morris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share 29,666 I Spouse
Common Stock, Par Value $.01 Per Share 76,175 I The Morris And Arlene Goldfarb Family Foundation
Common Stock, Par Value $.01 Per Share 04/01/2025 A 87,937(2) A $0 3,100,794 D
Common Stock, Par Value $.01 Per Share 04/01/2025 F 48,630(3) D $27.48 3,052,164 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Effective March 4, 2025, Mr. Goldfarb transferred 500,000 shares of common stock to each of the MORRIS GOLDFARB 2024 GRAT JG and the MORRIS GOLDFARB 2024 GRAT LF.
2. Consists of the vesting of 87,937 Performance Stock Units ("PSUs"), each representing a contingent right to receive one share of common stock of G-III Apparel Group, Ltd., granted on March 18, 2022, subject to the satisfaction of two metrics: (i) three-year cumulative earnings before interest and taxes and (ii) three-year average return on invested capital during the three-year performance period of fiscal 2023 through fiscal 2025 (the "Performance Period"). The portion of the PSU that vested based on the achievement of the performance metrics during the Performance Period was 61.4%.
3. Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 87,937 PSUs.
/s/ Morris Goldfarb 04/03/2025
** Signature of Reporting Person Date
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 4 (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.