13G Filing: Is Glenview Capital Losing Faith in PVH Corp. (PVH)?

CUSIP No.: 693656100		Page 2 of 10 Pages

CUSIP No.: 693656100		Page 3 of 10 Pages

1.	Names of Reporting Persons. LARRY ROBBINS
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 of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	2,440,609
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	2,440,609
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,440,609
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 2.98%
12.	Type of Reporting Person: IN, HC

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Item 1(a).

Name of Issuer

PVH Corp. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Item 2(c).

Citizenship:

Item 2(d).

Title of Class of Securities:

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:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a)	Amount Beneficially Owned:

As of December 31, 2015, each of Glenview Capital Management and Mr. Robbins may be deemed the beneficial owner of 2,440,609 Shares. This amount consists of: (A) 1,460,943 Shares held for the account of Glenview Capital Master Fund; and (B) 979,666 Shares held for the account of Glenview Offshore Opportunity Master Fund. 

Item 4(b)

Percent of Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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KNOW ALL MEN BY THESE PRESENT, that I, Larry Robbins, hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Executive Officer or in other capacities of Glenview Capital Management, LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Glenview Capital Management, LLC, 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 legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts 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, as amended, or the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney revokes the previous Power of Attorney, executed by the undersigned on February 10, 2009, and shall remain in effect until revoked, in writing, by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 2nd day of February, 2016.

Larry Robbins