Form 4 Fossil Group, Inc. For: May 18 Filed by: Rey Marc

May 20, 2022 12:48 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Rey Marc

(Last) (First) (Middle)
901 S. CENTRAL EXPRESSWAY

(Street)
RICHARDSON TX 75080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fossil Group, Inc. [ FOSL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/18/2022   A   9,811 (1) A $ 0 25,300 (2) D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.
2. Consists of 9,811 Restricted Stock Units.
/s/ Randy S. Hyne, Attorney-in-Fact 05/20/2022
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY
       The undersigned hereby
constitutes and appoints Randy S. Hyne,
with full power of substitution, as the
undersigned's true and lawful attorney-
in-fact to:
 	(1) prepare, execute in the
undersigned's name and on the
undersigned's behalf, and submit to the
U.S. Securities and Exchange
Commission (the "SEC") a Form ID,
including amendments thereto, and any
other documents necessary or
appropriate to obtain codes and
passwords enabling the undersigned to
make electronic filings with the SEC of
reports required by Section 16(a) of the
Securities Exchange Act of 1934, as
amended, or any rule or regulation of
the SEC;
       (2) execute for and on behalf of
the undersigned, in the undersigned's
capacity as officer and/or director of
Fossil Group, Inc. (the "Company"),
Forms 144, 3, 4, 5 and any Schedules
13D or 13G in accordance with Rule
144, Section 16(a) or Section 13 of the
Securities Exchange Act of 1934, as
amended, and the rules thereunder;
       (3)  do and perform any and all
acts for and on behalf of the undersigned
that may be necessary or desirable to
complete and execute any such Form
144, 3, 4, or 5 or Schedule 13D or 13G,
complete and execute any amendment or
amendments thereto, and timely file
such forms with the SEC and any stock
exchange or similar authority; and
       (4) take any other action of any
type whatsoever in connection with the
foregoing that, in the opinion of the
attorney-in-fact, may be of benefit to, in
the best interest of, or legally required
by, the undersigned, it being understood
that the documents executed by the
attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as the
attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants
to the attorney-in-fact full power and
authority to do and perform any and
every act and thing whatsoever
requisite, necessary, or proper to be
done in the exercise of any of the rights
and powers herein granted, as fully to all
intents and purposes as the undersigned
might or could do if personally present,
with full power of substitution or
revocation, hereby ratifying and
confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to
be done by virtue of this power of
attorney and the rights and powers
herein granted. The undersigned
acknowledges that the foregoing
attorney-in-fact, in serving in such
capacity at the request of the
undersigned, is not assuming, nor is the
Company assuming, any of the
undersigned's responsibilities to comply
with Section 16 or Section 13 of the
Securities Exchange Act of 1934, as
amended.
       This Power of Attorney shall
remain in full force and effect until the
undersigned is no longer required to file
Forms 144, 3, 4, 5, and any Schedules
13D or 13G with respect to the
undersigned's holdings of and
transactions in securities issued by the
Company, unless earlier revoked by the
undersigned in a signed writing
delivered to the foregoing attorney-in-
fact.
[Remainder of page intentionally left
blank]

       IN WITNESS WHEREOF, the
undersigned has caused this Power of
Attorney to be executed as of this 1st
day of May, 2022.
/s/ Marc Rey

Marc Rey
Signature page to Limited Power of
Attorney]



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