SEC Form 4 · accession 0001209191-17-019462
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 6, 2017
Accepted (ET)
Mar 8, 2017 · 8:18 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 6, 2017 | M | 31,661 | $0.00 | A | 49,926 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | F | 16,892 | $23.29 | D | 33,034 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | M | 12,639 | $0.00 | A | 45,673 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | F | 6,743 | $23.37 | D | 38,930 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | M | 7,915 | $0.00 | A | 46,845 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | F | 4,201 | $23.29 | D | 42,644 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | M | 3,038 | $0.00 | A | 45,682 | D | |
| Common Stock, par value $1 per share | Mar 6, 2017 | F | 1,621 | $23.29 | D | 44,061 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Staking Market Share UnitsF5,F7,F1,F6 | — | Mar 6, 2017 | M | 31,661 | D | Mar 6, 2017 | — | Common Stock, par value $1 per share | 31,661 | 48,988 | D |
| Performance Share UnitsF8,F2,F6 | — | Mar 6, 2017 | M | 12,639 | D | Mar 6, 2017 | — | Common stock, par value $1 per share | 12,639 | 0 | D |
| Market Share UnitsF9,F3,F6 | — | Mar 6, 2017 | M | 7,915 | D | Mar 6, 2017 | — | Common stock, par value $1 per share | 7,915 | 0 | D |
| Market Share UnitsF10,F11,F4,F6 | — | Mar 6, 2017 | M | 3,038 | D | Mar 6, 2017 | — | Common stock, par value $1 per share | 3,038 | 4,815 | D |
Explanation of responses
- F1Staking market share units ("Staking MSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 Staking MSU award.
- F10Represents 63.10% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded.
- F11Each MSU represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported as beneficially owned following the reported transaction represents 50% of the target number awarded on March 2, 2015 corresponding to the second and final performance period ending on March 2, 2018.
- F2Performance share units ("PSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 PSU award.
- F3Market share units ("MSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 MSU award.
- F4MSUs granted on March 2, 2015 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2015 MSU award.
- F5Represents 64.63% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target Staking MSUs awarded.
- F6Not applicable.
- F7Each Staking MSU represents the right to receive one share of common stock based on certain vesting conditions. The number of Staking MSUs reported as beneficially owned following the reported transaction represents 50% of the target number awarded on March 3, 2014 corresponding to the second and final performance period ending on March 3, 2019.
- F8Represents 51.60% of target. The actual number of shares of common stock that vested was contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2014 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 200% of the number of target PSUs awarded.
- F9Represents 64.63% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded.