================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
MOVADO GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
624580 10 6
(CUSIP Number)
December 31, 2006
(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)
[X] 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 in 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).
================================================================================
Page 1 of 8
CUSIP NO.: 624580 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gedalio Grinberg
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITZENSHIP OR PLACE OF ORGANIZATION United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,448,989
------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 246,399
------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,448,989
------------------------------------------------
PERSON (8) SHARED DISPOSITIVE POWER
246,399
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONAL
1,695,388
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 2 of 8
CUSIP NO.: 624580 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Efraim Grinberg
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITZENSHIP OR PLACE OF ORGANIZATION United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 1,782,981
------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 3,360,263
------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 1,782,981
------------------------------------------------
PERSON (8) SHARED DISPOSITIVE POWER
3,360,263
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONAL
5,143,244
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.2%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
Page 3 of 8
CUSIP NO.: 624580 10 6
Item 1(a) NAME OF ISSUER:
Movado Group, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
650 From Road
Paramus, New Jersey 07652
Item 2(a) NAME OF PERSONS FILING:
Gedalio Grinberg
Efraim Grinberg
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
650 From Road
Paramus, New Jersey 07652
Item 2(c) CITIZENSHIP:
United States citizens.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
Item 2(e) CUSIP NO.:
624580 10 6
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), OR (C) CHECK WHETHER THE PERSON FILING IS A:
This statement is not filed pursuant to Rules 13d-1(b) or
13d-2(b)
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
Gedalio Grinberg: 1,695,388 shares
Efraim Grinberg: 5,143,244 shares
4 of 8
CUSIP NO.: 624580 10 6
(b) Percent of Class:
Gedalio Grinberg: 8.2%
Efraim Grinberg: 22.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Gedalio Grinberg: 1,448,989
Efraim Grinberg: 1,782,981
(ii) Shared power to vote or to direct the vote:
Gedalio Grinberg: 246,399
Efraim Grinberg: 3,360,263
(iii) Sole power to dispose or to direct the
disposition of:
Gedalio Grinberg: 1,448,989
Efraim Grinberg: 1,782,981
(iv) Shared power to dispose or to direct the
disposition of:
Gedalio Grinberg: 246,399
Efraim Grinberg: 3,360,263
(1) Of the 1,695,388 shares reported as beneficially owned by Mr. G.
Grinberg: 11,450 are shares of Common Stock, par value $.01 per share ("Common
Stock") owned by Mr. G. Grinberg individually over which he has sole investment
and voting power; 54,032 are shares of Common Stock held under the 401(k) Plan
of Movado Group, Inc. (the "Company"), the trustees for which are Mr. G.
Grinberg and Mr. E. Grinberg both of whom have shared investment and voting
power as to such shares; 82,176 are shares of Common Stock held under the
Company's Stock Bonus Plan, for which Mr. G. Grinberg and Mr. E. Grinberg are
co-trustees with Frank Kimick and Vivian D'Elia, and as to which shares they
have shared investment and voting power; and 10,000 are shares of Common Stock
held by a charitable remainder unit trust for which Mr. G. Grinberg is a
co-trustee together with Mr. Andrew Weiss. As co-trustee, Mr. G. Grinberg has
shared investment and voting power with respect to those shares. The balance of
Mr. G. Grinberg's shares are shares of Class A Common Stock, par value $0.01
per share ("Class A Common Stock"), convertible on a one-for-one basis into
shares of Common Stock, including: 1,399,539 shares which he owns individually
and over which he has sole investment and voting power; 100,191 shares owned by
The Grinberg Family Foundation, a non-profit corporation of which Mr. G.
Grinberg, his wife and three children are the directors and as to which shares
these individuals have shared investment and voting power; and 38,000 shares
Page 5 of 8
CUSIP NO.: 624580 10 6
owned by CAP I Partners L.P., a limited partnership of which CAP I Partners LLC
is the general partner. Mr. G. Grinberg, as the managing member of CAP I
Partners LLC, has the sole power to vote and dispose of the shares owned by CAP
I Partners L.P. Mr. G. Grinberg disclaims beneficial ownership of the shares
owned by The Grinberg Family Foundation, the shares held under the Company's
Stock Bonus Plan and its 401(k) Plan and the shares owned by CAP I Partners
L.P. except to the extent of his pecuniary interest therein.
(2) Of the 5,143,244 shares reported as beneficially owned by Mr. E.
Grinberg, 161,944 are shares of Common Stock owned by Mr. E. Grinberg
individually over which he has sole investment and voting power; 809,736 are
shares of Common Stock which he has the right to acquire by the exercise of
options under the Company's Stock Incentive Plan; 54,032 are shares of Common
Stock held under the Company's 401(k) Plan, the trustees for which are Mr. G.
Grinberg and Mr. E. Grinberg, both of whom have shared investment and voting
power as to such shares; and 82,176 are shares of Common Stock held under the
Company's Stock Bonus Plan, for which Mr. G. Grinberg and Mr. E. Grinberg are
co-trustees with Frank Kimick and Vivian D'Elia, and as to which shares they
have shared investment and voting power. In addition, 20,000 are shares of
Common Stock owned by The Efraim Grinberg Family Foundation, a non-profit
corporation, as to which shares Mr. E. Grinberg has shared investment and
voting control together with the other member of the Board of Directors of that
non-profit corporation. The balance of Mr. E. Grinberg's shares are shares of
Class A Common Stock, convertible on a one-for-one basis into shares of Common
Stock, including: 247,995 shares which he owns individually and over which he
has sole investment and voting power; 15,000 shares owned by The Efraim
Grinberg Family Foundation, as to which shares Mr. E. Grinberg has shared
investment and voting control with the other member of the Board of Directors
of that non-profit corporation; 100,191 shares owned by The Grinberg Family
Foundation, a non-profit corporation of which Mr. G. Grinberg, his wife and Mr.
E. Grinberg and his two siblings are the directors and as to which shares these
individuals have shared investment and voting power; and 563,306 shares held by
several trusts for the benefit of Mr. E. Grinberg's siblings and himself, of
which trusts Mr. E. Grinberg is sole trustee. As sole trustee, Mr. E. Grinberg
has sole investment and voting power with respect to the shares held by such
trusts. In addition, the amount of shares reported for Mr. E. Grinberg includes
an aggregate of 862,940 shares of Class A Common Stock held by several trusts
for the benefit of Mr. E. Grinberg's siblings and himself, of which trusts Mr.
E. Grinberg is co-trustee with Mr. Andy Regan. As co-trustee, Mr. E. Grinberg
has shared investment and voting power with Mr. Regan with respect to the
shares held by such trusts. Also included in the shares reported for Mr. E.
Grinberg are 2,225,924 shares of Class A Common Stock owned by Grinberg
Partners L.P., of which Grinberg Group Partners is the general partner. As
managing partner of Grinberg Group Partners, Mr. E. Grinberg has shared power
to direct the voting and disposition of the shares owned by Grinberg Partners
L.P. Mr. E. Grinberg disclaims beneficial ownership as to the 954,218 shares
held by the trusts for the benefit of his siblings of which he is trustee or
co-trustee, the shares held under the Company's Stock Bonus Plan and its 401(k)
Plan (except to the extent of his pecuniary interest therein) and the shares
held by The Grinberg Family Foundation and The Efraim Grinberg Family
Foundation.
Page 6 of 8
CUSIP NO.: 624580 10 6
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
See Item 4
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
CUSIP NO.: 624580 10 6
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.
Date: February 13, 2007
/s/ Gedalio Grinberg
------------------------------
Gedalio Grinberg
/s/ Efraim Grinberg
------------------------------
Efraim Grinberg
Page 8 of 8