SEC Form 4 · accession 0001209191-15-022725
Kate Spade & Co · KATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Di Nardo Christopher Thomas 59
Officer — SVP, Gen. Counsel & Secretary
Period of report
Mar 3, 2015
Accepted (ET)
Mar 4, 2015 · 9:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000352363
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF1 | — | Mar 3, 2015 | A | 2,825 | A | — | — | Common stock, par value $1 per share | 2,825 | 2,825 | D |
| Staking Market Share UnitsF2 | — | Mar 3, 2015 | A | 21,555 | A | — | — | Common stock, par value $1 per share | 21,555 | 21,555 | D |
| Performance Share UnitsF3 | — | Mar 3, 2015 | A | 2,825 | A | — | — | Common stock, par value $1 per share | 2,825 | 2,825 | D |
Explanation of responses
- F1Each 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.
- F2Each 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.
- F3Performance 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.