SEC Form 4 · accession 0001530721-18-000066
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
Jul 20, 2018
Accepted (ET)
Jul 23, 2018 · 4:12 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 valueF1 | Jul 20, 2018 | M | 128,523 | $2.6316 | A | 538,390 | D | |
| Ordinary shares, no par valueF3,F1 | Jul 20, 2018 | S | 7,438 | $67.5786 | D | 530,952 | D | |
| Ordinary shares, no par valueF4,F1 | Jul 20, 2018 | S | 121,085 | $67.9506 | D | 409,867 | D | |
| Ordinary shares, no par valueF1 | Jul 20, 2018 | M | 21,477 | $5.00 | A | 431,344 | D | |
| Ordinary shares, no par valueF5,F1 | Jul 20, 2018 | S | 21,477 | $68.3674 | D | 409,867 | D | |
| Ordinary shares, no par value | holding | — | — | — | 1,300,000 | I | Held by John D. Idol 2017 GRAT | |
| 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 | $2.6316 | Jul 20, 2018 | M | 128,523 | D | — | Feb 18, 2020 | Ordinary shares, no par value | 128,523 | 0 | D |
| Employee share option (right to buy)F6 | $5.00 | Jul 20, 2018 | M | 21,477 | D | — | Mar 25, 2021 | Ordinary shares, no par value | 21,477 | 434,523 | D |
| Restricted share unitsF7,F8,F9 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 15,923 | 15,923 | D |
| Restricted share unitsF10,F8,F9 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 4,009 | 4,009 | D |
| Employee share option, right to buyF11 | $67.52 | holding | — | — | — | — | Jun 15, 2025 | Ordinary shares, no par value | 61,249 | 61,249 | D |
| Restricted share unitsF11,F8 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 44,431 | 44,431 | 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)F10 | $49.88 | holding | — | — | — | — | Jun 15, 2023 | Ordinary shares, no par value | 14,503 | 14,503 | D |
| Employee share option (right to buy)F7 | $47.10 | holding | — | — | — | — | Jun 15, 2022 | Ordinary shares, no par value | 107,604 | 107,604 | D |
| Employee share option (right to buy)F6 | $94.45 | holding | — | — | — | — | Jun 2, 2021 | Ordinary shares, no par value | 89,316 | 89,316 | D |
Explanation of responses
- F1This amount excludes 75,000 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares.
- F10Granted on June 15, 2016 pursuant to 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.
- F11Granted on June 15, 2018 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2019, 2020, 2021, and 2022, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.
- F2These 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").
- F3The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $67.50 to $67.63. 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.
- F4The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $67.64 to $68.63. 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 $67.85 to $68.62. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full informationregarding the number of shares sold at each separate price.
- F6Immediately exercisable.
- F7Granted on June 15, 2015 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, 2016, 2017, 2018, and 2019, 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.