SEC FORM 4 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).
1. Name and Address of Reporting Person*
Rainer Gebhard

(Last) (First) (Middle)
71 SOUTH WACKER DRIVE
12TH FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COACH INC [ COH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014
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
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
Restricted Stock Unit(1) (2) 09/29/2014 A 27,655 (3) (4) Common Stock 27,655 (5) 27,655 D
Restricted Stock Unit(1) (2) 09/29/2014 A 13,827 (3) (4) Common Stock 13,827 (5) 41,482 D
Restricted Stock Unit(1) (2) 09/29/2014 A 13,827 (6) (4) Common Stock 13,827 (5) 55,309 D
Stock Option(1) (2) 09/29/2014 A 79,468 (7) 09/29/2024 Common Stock 79,468 $36.16 79,468 D
Explanation of Responses:
1. These securities were issued under the 2010 Stock Incentive Plan of the Issuer.
2. These securities will convert on a 1-for-1 basis into shares of the issuer's common stock.
3. These performance based securities will vest on the third anniversary of the date of grant, based on the reporting person's continued employment with the issuer and performance of the Company against specified performance goals (determined by the Human Resources Committee of the Board of Directors) at Target levels. The actual number of award shares may range from 0-170% of the Target value, depending on the Company's level of the achievement of these performance measures and goals over the stated periods.
4. These securities do not expire.
5. These securities were issued at $36.18.
6. These service-based securities will vest on the third anniversary of the date of grant, based solely on the reporting person's continued employment with the issuer. Unvested units are cancelled upon termination of the reporting person's employment.
7. These options vest in three equal installments on the first, second and third anniversaries of the date of grant.
Remarks:
Exhibit 24: Power of Attorney
Daniel J. Ross, Assistant Secretary, pursuant to a power of attorney filed with the Commission 10/01/2014
** 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.
Exhibit 24



Power of Attorney


The undersigned hereby authorizes Todd Kahn, Corporate Secretary,
Daniel J. Ross, Assistant Corporate Secretary, and David Howard,
Assistant Corporate Secretary (or each acting alone), or any other
person holding such titles, to prepare, execute, deliver and file,
in the name and on behalf of the undersigned, any and all filings
by the undersigned with the Securities and Exchange Commission
(the Commission) under Section 144 of the Securities Act of 1933,
as amended, Section 16 of the Securities Exchange Act of 1934, as
amended, and any and all documents and instruments related thereto
and to provide copies thereof to the Commission, The New York Stock
Exchange and other persons required to receive the same.



Dated:  September 29, 2014




                                 /s/ Gebhard F. Rainer
                                 By: Gebhard F. Rainer