SEC Form 4 · accession 0001209191-16-105705
Kate Spade & Co · KATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Carrara
Officer — President & COO
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 6:23 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 1, 2016 | A | 9,631 | A | — | — | Common stock, par value $1 per share | 9,631 | 9,631 | D |
| Performance Share UnitsF2 | — | Mar 1, 2016 | A | 28,892 | A | — | — | Common stock, par value $1 per share | 28,892 | 28,892 | 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 awarded on March 2, 2015. This 2015 MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest is 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 MSUs awarded. 50% of this 2015 MSU award will vest, if at all, after each of the following performance periods ending on: March 2, 2017 and March 2, 2018.
- F2Each Performance Share Unit ("PSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of PSUs reported equals the target number awarded on March 2, 2015. This 2015 PSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest, if any, is contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2015 through 2017, adjusted to reflect the Issuer's total shareholder return ("TSR") performance relative to that of all companies in the S&P MidCap 400, with potential to earn a number of shares of common stock between 0% and 250% of the number of target PSUs awarded. This 2015 PSU award will cliff vest, if at all, after the performance period ending December 30, 2017.