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Copy to:

Neil Gold, Esq.
Steven Suzzan, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 318-3000
Fax: (212) 318-3400

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ◻

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DEREGISTRATION OF SECURITIES

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These Post-Effective Amendments to Forms S-8 (the “Post-Effective Amendments”) relate to (i) the Registration Statement on Form S-8 (Registration No. 333-125804) filed with the Securities and Exchange Commission on June 14, 2005 by G-III Apparel Group, Ltd. (the “Company”), (ii) the Registration Statement on Form S-8 (Registration No. 333-143974) filed with the Securities and Exchange Commission on June 22, 2007 by the Company, and (iii) the Registration Statement on Form S-8 (Registration No. 333-160056) filed with the Securities and Exchange Commission on June 18, 2009 by the Company (collectively, the “Registration Statements”).

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The Registration Statements registered 500,000, 699,771 and 2,000,000 shares respectively (without giving effect to stock splits and dividends) of common stock $0.01 par value per share, of the Company (“Common Stock”), issuable upon the exercise of options granted pursuant to the G-III Apparel Group, Ltd. 2005 Stock Incentive Plan, as amended (the “2005 Plan”). The 2005 Plan has expired by its terms and all stock options granted thereunder or governed thereby have either been exercised or expired unexercised. In accordance with an undertaking made by the Company in the Registration Statements to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, these Post-Effective Amendments are being filed to terminate the effectiveness of the Registration Statements and to remove from registration all securities registered but not sold under the Registration Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 28, 2024.

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Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements, in reliance upon Rule 478 under the U.S. Securities Act of 1933, as amended.

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