SEC Form 4 · accession 0001530721-18-000021
Capri Holdings Ltd · CPRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John D Idol
Officer — Chairman & CEO · Director
Period of report
Apr 18, 2018
Accepted (ET)
Apr 20, 2018 · 3:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001530721
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary shares, no par value | Apr 18, 2018 | M | 87,097 | $20.00 | A | 1,774,643 | D | |
| Ordinary shares, no par valueF2 | Apr 18, 2018 | S | 53,597 | $65.9206 | D | 1,721,046 | D | |
| Ordinary shares, no par valueF3 | Apr 18, 2018 | S | 33,500 | $66.7415 | D | 1,687,546 | D | |
| Ordinary shares, no par value | Apr 18, 2018 | M | 62,903 | $2.6316 | A | 1,750,449 | D | |
| Ordinary shares, no par valueF4 | Apr 18, 2018 | S | 38,413 | $65.914 | D | 1,712,036 | D | |
| Ordinary shares, no par valueF5 | Apr 18, 2018 | S | 24,490 | $66.7329 | D | 1,687,546 | D | |
| Ordinary shares, no par value | holding | — | — | — | 95,000 | I | Held by the Idol Family Foundation | |
| Ordinary shares, no par value | holding | — | — | — | 150,000 | I | Held by John D. Idol 2013 GRAT #1 | |
| Ordinary shares, no par value | holding | — | — | — | 150,000 | I | Held by John D. Idol 2013 GRAT #2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee share option (right to buy)F6 | $20.00 | Apr 18, 2018 | M | 87,097 | D | — | Dec 14, 2018 | Ordinary shares, no par value | 87,097 | 0 | D |
| Employee share option (right to buy)F6 | $2.6316 | Apr 18, 2018 | M | 62,903 | D | — | Feb 18, 2020 | Ordinary shares, no par value | 62,903 | 428,523 | D |
| Employee share option (right to buy)F6 | $5.00 | holding | — | — | — | — | Mar 25, 2021 | Ordinary shares, no par value | 456,000 | 456,000 | D |
| Employee share option (right to buy)F6 | $62.24 | holding | — | — | — | — | Jun 3, 2020 | Ordinary shares, no par value | 84,219 | 84,219 | D |
| Employee share option (right to buy)F7 | $49.88 | holding | — | — | — | — | Jun 15, 2023 | Ordinary shares, no par value | 14,503 | 14,503 | D |
| Restricted share unitsF7,F8,F9 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 6,014 | 6,014 | D |
| Employee share option (right to buy)F10 | $47.10 | holding | — | — | — | — | Jun 15, 2022 | Ordinary shares, no par value | 107,604 | 107,604 | D |
| Restricted share unitsF10,F8,F9 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 31,846 | 31,846 | D |
| Employee share option (right to buy)F11 | $94.45 | holding | — | — | — | — | Jun 2, 2021 | Ordinary shares, no par value | 89,316 | 89,316 | D |
Explanation of responses
- F1These shares were sold pursuant to a Rule 10b5-1 trading plan. The 10b5-1 trading plan was put in place by the reporting person for estate planning purposes and may result in additional future share sales. The reporting person expects to retain a significant ownership interest in Michael Kors Holdings Limited (the "Company").
- F10Granted on June 15, 2015 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2016, 2017, 2018, and 2019, respectively, subject to grantee's continued employment with the Company through the vesting date.
- F11Granted on June 2, 2014 pursuant to the Incentive Plan. 75% of these share options are immediately exercisable. The remaining unvested share options will vest on June 2, 2018, subject to grantee's continued employment with the Company through the vesting date.
- F2The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $65.32 to $66.31. Upon request of the staff of the U.S. Securities and Exchange Commission (the "SEC"), the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F3The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $66.32 to $67.24. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F4The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $65.32 to $66.31. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F5The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $66.32 to $67.25. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F6Immediately exercisable.
- F7Granted on June 15, 2016 pursuant to the Michael Kors Holdings Limited Amended and Restated Omnibus Incentive Plan (the "Incentive Plan"). These securities vest 25% each year on June 15, 2017, 2018, 2019, and 2020, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.
- F8The RSUs do not expire.
- F9Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.