SEC Form 4 · accession 0001530721-18-000104
Capri Holdings Ltd · CPRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael David Kors
Officer — Hon Chair & Chief Creative Off · Director
Period of report
Oct 9, 2018
Accepted (ET)
Oct 11, 2018 · 4:53 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 | Oct 9, 2018 | M | 53,597 | $20.00 | A | 4,377,196 | D | |
| Ordinary shares, no par valueF3,F1 | Oct 9, 2018 | S | 124,162 | $67.558 | D | 4,253,034 | D | |
| Ordinary shares, no par valueF4,F1 | Oct 9, 2018 | S | 42,838 | $68.2783 | D | 4,210,196 | D | |
| Ordinary shares, no par value | Oct 9, 2018 | M | 12,920 | $20.00 | A | 42,255 | I | Held by spouse |
| Ordinary shares, no par valueF6 | Oct 9, 2018 | S | 9,720 | $67.5373 | D | 32,535 | I | Held by spouse |
| Ordinary shares, no par valueF7 | Oct 9, 2018 | S | 3,200 | $68.288 | D | 29,335 | I | Held by spouse |
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)F8 | $20.00 | Oct 9, 2018 | M | 53,597 | D | — | Dec 14, 2018 | Ordinary shares, no par value | 53,597 | 0 | D |
| Employee share option (right to buy)F8 | $20.00 | Oct 9, 2018 | M | 12,920 | D | — | Dec 14, 2018 | Ordinary share, no par value | 12,920 | 0 | I |
| Restricted share unitsF9,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 15,923 | 15,923 | D |
| Restricted share unitsF12,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 4,009 | 4,009 | D |
| Restricted share unitsF13,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 10,813 | 10,813 | I |
| Restricted share unitsF12,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 5,012 | 5,012 | I |
| Restricted share unitsF9,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 3,184 | 3,184 | I |
| Employee share option (right to buy)F14 | $67.52 | holding | — | — | — | — | Jun 15, 2025 | Ordinary shares, no par value | 61,249 | 61,249 | D |
| Restricted share unitsF14,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 44,431 | 44,431 | D |
| Restricted share unitsF14,F10,F11 | $0.00 | holding | — | — | — | — | — | Ordinary shares, no par value | 7,405 | 7,405 | I |
| Employee share option (right to buy)F8 | $2.6316 | holding | — | — | — | — | Oct 25, 2020 | Ordinary shares, no par value | 165,765 | 165,765 | I |
| Employee share option (right to buy)F12 | $49.88 | holding | — | — | — | — | Jun 15, 2023 | Ordinary shares, no par value | 14,503 | 14,503 | D |
| Employee share option (right to buy)F9 | $47.10 | holding | — | — | — | — | Jun 15, 2022 | Ordinary shares, no par value | 107,604 | 107,604 | D |
| Employee share option (right to buy)F8 | $94.45 | holding | — | — | — | — | Jun 2, 2021 | Ordinary shares, no par value | 89,316 | 89,316 | D |
| Employee share option (right to buy)F8 | $94.45 | holding | — | — | — | — | Jun 2, 2021 | Ordinary shares, no par value | 5,104 | 5,104 | I |
| Employee share option (right to buy)F8 | $62.24 | holding | — | — | — | — | Jun 3, 2020 | Ordinary shares, no par value | 84,219 | 84,219 | D |
| Employee share option (right to buy)F8 | $62.24 | holding | — | — | — | — | Jun 3, 2020 | Ordinary shares, no par value | 12,031 | 12,031 | I |
Explanation of responses
- F1This amount excludes 95,000 ordinary shares, no par value, held by the Kors LePere Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Kors LePere Foundation but does not have a pecuinary interest in such shares.
- F10The RSUs do not expire.
- F11Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
- F12Granted 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.
- F13Granted on June 15, 2017 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2018, 2019, 2020, and 2021, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.
- F14Granted 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 $67.05 to $68.04. 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 $68.05 to $68.615. 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.
- F5These shares were sold pursuant to a Rule 10b5-1 trading plan.
- F6The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $67.09 to $68.07. 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.
- F7The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $68.09 to $68.57. 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.
- F8Immediately exercisable.
- F9Granted 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.