Colgate-Palmolive Company
COLGATE PALMOLIVE CO (Form: 4, Received: 12/11/2017 16:51:18)
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 *

COOK IAN 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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

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

12/7/2017
(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   11/9/2017     G (1)   V 6825.0000   D $0.0000   1185545.0000   (2) D    
Common Stock   12/7/2017     F (3)    2660.0000   D $73.2000   1182885.0000   D    
Common Stock   11/8/2017     G (4)   V 2039.0000   D $0.0000   0.0000   I   By 2015 GRAT  
Common Stock                  152009.0000   I   By 2016 GRAT  
Common Stock                  277970.0000   I   By 2017 GRAT  
Common Stock                  118067.0000   I   By Issuer's 401(k) Plan Trustee  

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

Explanation of Responses:
(1)  Bona fide gift.
(2)  This amount includes a payment of 39,800 shares upon maturation of the reporting person's 2015 GRAT on November 6, 2017. These shares were previously reported as indirectly beneficially owned.
(3)  Payment of Medicare and income tax liability by withholding shares of stock from restricted stock units previously granted under the issuer's incentive compensation plan. The reporting person continues to hold the restricted stock units originally granted, less the amount of this required tax withholding.
(4)  Upon maturation of the reporting person's 2015 GRAT, these shares were gifted to trusts not controlled by the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COOK IAN M
C/O COLGATE-PALMOLIVE COMPANY
300 PARK AVENUE
NEW YORK, NY 10022
X
Chairman, President & CEO

Signatures
/s/ Kristine Hutchinson, Attorney-in-Fact 12/11/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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