SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Michael Kors Holdings Ltd [ KORS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/02/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary shares, no par value | 06/02/2015 | F | 3,888(1) | D | $48.6 | 4,333,132 | D | |||
Ordinary shares, no par value | 06/03/2015 | F | 4,720(1) | D | $48.58 | 4,328,412 | D | |||
Ordinary shares, no par value | 06/02/2015 | F | 529(1) | D | $48.6 | 25,188 | I | Held by spouse | ||
Ordinary shares, no par value | 06/03/2015 | F | 535(1) | D | $48.58 | 24,653 | I | Held by spouse | ||
Ordinary shares, no par value | 95,000 | I | Held by the Kors LePere Foundation |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee share option (right to buy) | $94.45 | (2) | 06/02/2021 | Ordinary shares, no par value | 89,316 | 89,316 | D | ||||||||
Employee share option (right to buy) | $94.45 | (2) | 06/02/2021 | Ordinary shares, no par value | 5,104 | 5,104 | I | Held by spouse | |||||||
Employee share option (right to buy) | $62.24 | (3) | 06/03/2020 | Ordinary shares, no par value | 84,219 | 84,219 | D | ||||||||
Employee share option (right to buy) | $62.24 | (3) | 06/03/2020 | Ordinary shares, no par value | 12,031 | 12,031 | I | Held by spouse | |||||||
Employee share option (right to buy) | $20 | (4) | 12/14/2018 | Ordinary shares, no par value | 387,597 | 387,597 | D | ||||||||
Employee share option (right to buy) | $2.6316 | (5) | 04/16/2018 | Ordinary shares, no par value | 246,590 | 246,590 | I | Held by spouse | |||||||
Employee share option (right to buy) | $2.6316 | (6) | 10/25/2020 | Ordinary shares, no par value | 165,765 | 165,765 | I | Held by spouse | |||||||
Employee share option (right to buy) | $20 | (7) | 12/14/2018 | Ordinary share, no par value | 38,760 | 38,760 | I | Held by spouse |
Explanation of Responses: |
1. Represents shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares. |
2. Granted on June 2, 2014 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). 25% of these share options are immediately exercisable. The remaining unvested share options will vest 25% each year on June 2, 2016, 2017 and 2018, respectively, subject to grantee's continued employment with the Company through the vesting date. |
3. Granted on June 3, 2013 pursuant to the Incentive Plan. 50% of these share options are immediately exercisable. The remaining unvested share options will vest 25% each year on June 3, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date. |
4. Granted on December 14, 2011 pursuant to the Incentive Plan. 290,698 share options are immediately exercisable. The remaining 98,889 unvested share options will vest on December 14, 2015, subject to grantee's continued employment with the Company through the vesting date. |
5. Immediately exercisable. |
6. Granted on October 25, 2010 pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan. These share options vest in full 10-years from the date of grant if the Company's shareholder net equity has increased by at least 20% per annum during such 10-year period. These share options may also vest on an accelerated basis if the pre-established annual performance goal (tied to annual divisional pre-tax profit) for the year has been met, in each case, subject to the grantee's continued employment with the Company through the vesting date. 129,178 share options are immediately exercisable. If the annual performance goal is attained for Fiscal 2016, then the remaining 36,587 unvested share options will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended April 2, 2016 is completed. |
7. Granted on December 14, 2011 pursuant to the Incentive Plan. 29,070 share options are immediately exercisable. The remaining 9,690 unvested share options will vest on December 14, 2015, subject to grantee's continued employment with the Company through the vesting date. |
/s/ Krista A. McDonough, as Attorney-in-Fact for Michael Kors | 06/04/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |