SEC Form 4 · accession 0001209191-17-045057
Kate Spade & Co · KATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth B Gilman
Director
Period of report
Jul 11, 2017
Accepted (ET)
Jul 13, 2017 · 5:10 pm EDT
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 shareF1 | Jul 11, 2017 | U | 5,000 | $0.00 | D | 0 | D | |
| Common stock, par value $1 per shareF2 | Jul 11, 2017 | D | 111,264 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF3 | — | Jul 11, 2017 | I | 12,303 | D | — | — | Common stock, par value $1 per share | 12,303 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger dated as of May 7, 2017 (the "Merger Agreement") by and among Coach, Inc. ("Parent"), Chelsea Merger Sub Inc. ("Purchaser"), and Kate Spade & Company (the "Company"), on July 11, 2017, Purchaser merged with and into the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of the Company (each, a "Share") was disposed of pursuant to a tender offer commenced by the Purchaser on May 26, 2017 to acquire any and all of the Company's Shares for $18.50 per Share, net to the Reporting Person in cash, without interest thereon and less any applicable withholding taxes.
- F2Represents Shares that were granted as part of director annual retainer compensation and deferred pursuant to the Company's Outside Directors' Deferral Plan (the "Director Deferral Plan"), pursuant to which the Reporting Person elected to defer the receipt of such Shares (each, a "phantom share"). Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election.
- F3These phantom shares represent an equivalent amount of cash compensation (e.g., cash retention and meeting fees) that was deferred under the Director Deferral Plan pursuant to an election made by the Reporting Person. Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election.