SEC Form 4 · accession 0001209191-17-045070
Kate Spade & Co · KATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy F Michno
Officer — SVP, Gen. Counsel & Secretary
Period of report
Jul 11, 2017
Accepted (ET)
Jul 13, 2017 · 5:18 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1,F3 | — | Jul 11, 2017 | D | 7,685 | D | — | — | Common stock, par value $1 per share | 7,685 | 0 | D |
| Restricted Stock UnitsF2,F1,F4 | — | Jul 11, 2017 | D | 6,843 | D | — | — | Common stock, par value $1 per share | 6,843 | 0 | D |
| Restricted Stock UnitsF2,F1,F5 | — | Jul 11, 2017 | D | 7,500 | D | — | — | Common stock, par value $1 per share | 7,500 | 0 | D |
| Performance Share UnitsF7,F8,F6 | — | Jul 11, 2017 | D | 10,265 | D | — | — | Common stock, par value $1 per share | 10,265 | 0 | D |
| Performance Share UnitsF9,F10,F6 | — | Jul 11, 2017 | A | 7,685 | A | — | — | Common stock, par value $1 per share | 7,685 | 7,685 | D |
| Performance Share UnitsF9,F10,F6 | — | Jul 11, 2017 | D | 7,685 | D | — | — | Common stock, par value $1 per share | 7,685 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represented a contingent right to receive one Share.
- F10(cont'd from FN 9) on the "deemed good reason date," in each case, as provided in the Letter Agreement.
- F2Pursuant to the terms of the Letter Agreement, each of these restricted stock units was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such restricted stock unit (the aggregate amount, the "RSU Payment"). The RSU Payment will generally be payable in substantially equal installments with each such installment paid on the date that the restricted stock units corresponding to such installment would have otherwise vested in accordance with the terms of the award; provided, however that the RSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement.
- F3This award provided for vesting in two equal installments on March 1, 2019 and March 1, 2020.
- F4This award provided for vesting in two equal installments on March 3, 2018 and March 3, 2019.
- F5This award provided for vesting in two equal installments on November 2, 2017 and November 2, 2018.
- F6Each Performance Share Unit ("PSU") represents the right to receive one Share based on certain vesting conditions.
- F7Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 29, 2018, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 8)
- F8(cont'd from FN 7) on the "deemed good reason date," in each case, as provided in the Letter Agreement.
- F9Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 28, 2019, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 10)