SEC Form 4 · accession 0001209191-17-045071
Kate Spade & Co · KATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marissa Andrada
Officer — SVP, Human Resources
Period of report
Jul 11, 2017
Accepted (ET)
Jul 13, 2017 · 5:19 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 | 10,446 | D | — | — | Common stock, par value $1 per share | 10,446 | 18,131 | D |
| Restricted Stock UnitsF2,F1,F4 | — | Jul 11, 2017 | D | 7,685 | D | — | — | Common stock, par value $1 per share | 7,685 | 10,446 | D |
| Restricted Stock UnitsF5,F1,F3 | — | Jul 11, 2017 | D | 10,446 | D | — | — | Common stock, par value $1 per share | 10,446 | 0 | D |
| Performance Share UnitsF7,F6 | — | Jul 11, 2017 | A | 7,685 | A | — | — | Common stock, par value $1 per share | 7,685 | 7,685 | D |
| Performance Share UnitsF7,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 of common stock, par value $1.00 per share, of the Issuer (each, a "Share").
- F2Pursuant 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 the Issuer, on July 11, 2017, Purchaser merged with and into the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As approved by the compensation committee of the board of directors of the Issuer, 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, less any required withholding taxes, such amount to be paid as soon as practicable following the effective time of the Merger.
- F3This award of restricted stock units provided for vesting in two equal installments on July 20, 2018 and July 20, 2019. The vesting of the July 20, 2019 installment was accelerated in connection with the Merger.
- F4This award of restricted stock units provided for vesting in two equal installments on March 1, 2019 and March 1, 2020. The vesting of this award was accelerated in connection with the Merger.
- F5Pursuant to the Merger Agreement, each of these restricted stock units was converted into a restricted stock unit with respect to 0.3914 shares of Parent common stock (rounded to the nearest whole share).
- F6The performance share units were granted on March 1, 2017, and represented a contingent right to receive Shares on a one-to-one basis 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 2017 performance share unit award agreement and the Company's 2013 Stock Incentive Plan.
- F7Pursuant to the Merger Agreement, each of these performance share units was converted into a restricted stock unit with respect to 0.3914 shares of Parent common stock (assuming for this purpose that performance in respect of all such outstanding performance share units was achieved at a level that resulted in a payout of 100% of the target award) (rounded to the nearest whole share).