Colgate-Palmolive Company
COLGATE PALMOLIVE CO (Form: 4/A, Received: 05/17/2017 20:49:46)
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 *

HANCOCK ELLEN M
2. Issuer Name and Ticker or Trading Symbol

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

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

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

5/16/2017
(Street)

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

5/17/2017 
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   (1) 5/15/2017     M (2)    5780.0000   A $60.4500   203582.0000   D    
Common Stock   5/15/2017     A (3)    2512.0000   A $0.0000   206094.0000   D    
Common Stock   5/15/2017     S (4)    4920.0000   D $71.7506   (5) 201174.0000   D    

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)   $60.4500   5/15/2017     M   (2)       5780.0000      (6) 5/13/2019   Common Stock   5780.0000   $0.0000   0.0000   D    
Stock Option (Right to Buy)   $71.6500   5/15/2017     A   (7)    5703.0000       5/15/2018   (8) 5/15/2023   Common Stock   5703.0000   $0.0000   5703.0000   D    

Explanation of Responses:
(1)  This amendment is filed solely to report the transactions that were inadvertently omitted from the Reporting Person's Form 4 filed on May 17, 2017.
(2)  Exercise of stock options awarded under the issuer's incentive compensation plan.
(3)  Annual director stock grant under the issuer's incentive compensation plan.
(4)  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 incentive compensation plan.
(5)  Weighted average price, as these shares were sold in multiple transactions at prices ranging from $71.75 to $71.76, 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.
(6)  Option became exercisable in one-third increments beginning on the first anniversary of the May 13, 2013 grant date.
(7)  Annual director stock option grant under the issuer's incentive compensation plan.
(8)  Option becomes exercisable in one-third increments beginning on the first anniversary of the grant date.

Remarks:
Amended filing to include reportable transactions. The original filing omitted these transactions and only reported her balance.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HANCOCK ELLEN M
C/O COLGATE-PALMOLIVE COMPANY
300 PARK AVENUE
NEW YORK, NY 10022
X



Signatures
/s/ Kristine Hutchinson, Attorney-in-Fact 5/17/2017
** 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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