Colgate-Palmolive Company
COLGATE PALMOLIVE CO (Form: 4, Received: 08/08/2017 16:47:00)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOISON FRANCK J
2. Issuer Name and Ticker or Trading Symbol

COLGATE PALMOLIVE CO [ CL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice Chairman
(Last)          (First)          (Middle)

C/O COLGATE-PALMOLIVE COMPANY, 300 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/4/2017
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/4/2017     M (1)    20000.0000   A $45.2300   201411.0000   D    
Common Stock   8/4/2017     S (2)    20000.0000   D $71.4483   (3) 181411.0000   D    
Common Stock   8/7/2017     M (1)    15000.0000   A $45.2300   196411.0000   D    
Common Stock   8/7/2017     S (2)    15000.0000   D $71.6122   (4) 181411.0000   D    
Common Stock                  43150.0000   I   By Issuer's 401(k) Plan Trustee  
Common Stock                  10.0000   I   By Son  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $45.2300   8/4/2017     M   (1)       20000.0000      (5) 9/8/2017   Common Stock   20000.0000   $0.0000   15000.0000   D    
Stock Option (Right to Buy)   $45.2300   8/7/2017     M   (1)       15000.0000      (5) 9/8/2017   Common Stock   15000.0000   $0.0000   0.0000   D    

Explanation of Responses:
(1)  Exercise of stock options awarded under the issuer's employee stock option plan.
(2)  Sale of shares with a portion of the proceeds delivered to the issuer for payment of the exercise price of options under the issuer's employee stock option plan and the related tax withholding.
(3)  Weighted average price, as these shares were sold in multiple transactions at prices ranging from $71.43 to $71.49, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)  Weighted average price, as these shares were sold in multiple transactions at prices ranging from $71.60 to $71.65, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)  Option became exercisable in one-third increments beginning on the first anniversary of the September 8, 2011 grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOISON FRANCK J
C/O COLGATE-PALMOLIVE COMPANY
300 PARK AVENUE
NEW YORK, NY 10022


Vice Chairman

Signatures
/s/ Nina Huffman, Attorney-in-Fact 8/8/2017
** 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).
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