SEC Form 4 · accession 0001209191-15-022661
Kate Spade & Co · KATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Higley
Officer — SVP, Human Resources
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 8:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000352363
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $1 per share | Mar 2, 2015 | M | 1,500 | $34.45 | A | 5,696 | D | |
| Common Stock, par value $1 per share | Mar 2, 2015 | F | 553 | $34.45 | D | 5,143 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | $34.45 | Mar 2, 2015 | M | 1,500 | D | Mar 2, 2015 | Mar 2, 2015 | Common Stock, par value $1 per share | 1,500 | 1,500 | D |
| OptionsF3 | $35.30 | Mar 2, 2015 | A | 2,220 | A | Mar 2, 2016 | Mar 2, 2022 | Common Stock, par value $1 per share | 2,220 | 2,220 | D |
| Market Share UnitsF4 | — | Mar 3, 2015 | A | 2,262 | A | — | — | Common Stock, par value $1 per share | 2,262 | 2,262 | D |
| Staking Market Share UnitsF5 | — | Mar 3, 2015 | A | 21,228 | A | — | — | Common Stock, par value $1 per share | 21,228 | 21,228 | D |
| Performance Share UnitsF6 | — | Mar 3, 2015 | A | 2,262 | A | — | — | Common Stock, par value $1 per share | 2,262 | 2,262 | D |
Explanation of responses
- F1Represents restricted stock units automatically converted to actual shares upon vesting on March 1, 2015, in accordance with the terms of the original grant.
- F2Represents shares withheld in connection with the vesting of 1,500 restricted stock units.
- F3These options to purchase shares of Issuer's Common Stock granted under the Issuer's stockholder approved 2013 Stock Incentive Plan vest as follows: 1/4 on each of the first and second grant date anniversary, and the remaining 1/2 on the third grant date anniversary; these options expire on the seventh grant date anniversary.
- F4Each Market Share Unit ("MSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported represents the target number of shares awarded. This 2014 MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares which may vest are contingent on the market price levels that the Issuer's common stock achieves during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target shares awarded, subject to continued employment. Fifty percent of the market share unit award will vest, if at all, after each of the following performance periods ending on: March 3, 2016 and March 3, 2017.
- F5Each Staking Market Share Unit ("Staking MSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of Staking MSUs reported represents the target number of shares awarded. This 2014 Staking MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares which may vest are contingent on the market price levels that the Issuer's common stock achieves during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target shares awarded, subject to continued employment. Fifty percent of the staking market share unit award will vest, if at all, after each of the following performance periods ending on: March 3, 2017 and March 3, 2019.
- F6Performance Share Unit ("PSU"): The number of PSUs reported equals the target number of shares awarded. This 2014 PSU award, by its terms, became effective upon satisfaction of a material non-market price condition. PSU's represent the right to receive a potential payout ranging from 0% to 200% of the target number of shares awarded based on the Issuer's total stockholder return ("TSR") over a three-year performance period relative to the S&P MidCap 400 Index TSR and continued employment. Performance Share Units cliff vest, if at all, at the end of the performance period ending February 28, 2017.