Capri Holdings Limited (CPRI) Form 4 Michael Kors / Michael David Kors ownership change

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^*

Kors Michael David

(Last) (First) (Middle)

33 KINGSWAY

(Street)

LONDON X0 WC2B 6UF

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Michael Kors Holdings Ltd [ KORS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Hon Chair & Chief Creative Off

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/02/2017		M		20,558	A	(1)	4,332,712	D
Ordinary shares, no par value	06/02/2017	06/05/2017	F		11,212(2)	D	$33.05	4,321,500	D
Ordinary shares, no par value	06/02/2017	06/05/2017	F		3,082(2)	D	$33.05	4,318,418	D
Ordinary shares, no par value	06/03/2017	06/05/2017	F		4,720(2)	D	$34.49	4,313,698	D
Ordinary shares, no par value	06/02/2017	06/05/2017	F		529(2)	D	$33.05	22,984	I	Held by spouse
Ordinary shares, no par value	06/03/2017	06/05/2017	F		535(2)	D	$34.49	22,449	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)
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
Performance-based restricted share units	$0	06/02/2017		M			20,558	(3)	(3)	Ordinary shares, no par value	20,558	$0	0	D
Employee share option (right to buy)	$49.88							(4)	06/15/2023	Ordinary shares, no par value	14,503		14,503	D
Restricted share units	$0							(4)	(5)	Ordinary shares, no par value	8,019(6)		8,019	D
Restricted share units	$0							(4)	(5)	Ordinary shares, no par value	10,024(6)		10,024	I	Held by spouse
Employee share option (right to buy)	$47.1							(7)	06/15/2022	Ordinary shares, no par value	107,604		107,604	D
Employee share option (right to buy)	$94.45							(8)	06/02/2021	Ordinary shares, no par value	89,316		89,316	D
Employee share option (right to buy)	$94.45							(8)	06/02/2021	Ordinary shares, no par value	5,104		5,104	I	Held by spouse
Employee share option (right to buy)	$2.6316							(9)	04/16/2018	Ordinary shares, no par value	246,590		246,590	I	Held by spouse
Employee share option (right to buy)	$2.6316							(9)	10/25/2020	Ordinary shares, no par value	165,765		165,765	I	Held by spouse
Employee share option (right to buy)	$20							(9)	12/14/2018	Ordinary shares, no par value	387,597		387,597	D
Employee share option (right to buy)	$20							(9)	12/14/2018	Ordinary share, no par value	38,760		38,760	I	Held by spouse
Employee share option (right to buy)	$62.24							(9)	06/03/2020	Ordinary shares, no par value	84,219		84,219	D
Employee share option (right to buy)	$62.24							(9)	06/03/2020	Ordinary shares, no par value	12,031		12,031	I	Held by spouse

Explanation of Responses:

1. Represents settlement of performance-based restricted share units ("PSRUs"). See footnote 3.

2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.

3. Represents PRSUs granted to the reporting person on June 2, 2014. The PSRUs vested on June 2, 2017 upon achievement of a pre-established cumulative net earnings goal for the applicable period resulting in the reporting person earning 86.3% of the ordinary shares originally subject to the award.

4. Granted on June 15, 2016 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2017, 2018, 2019, and 2020, respectively, subject to grantee's continued employment with the Company through the vesting date.

5. The RSUs do not expire.

6. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.

7. Granted on June 15, 2015 pursuant to the Michael Kors Holdings Limited Amended and Restated Omnibus Incentive Plan (the "Incentive Plan"). These securities vest 25% each year on June 15, 2016, 2017, 2018, and 2019, respectively, subject to grantee's continued employment with the Company through the vesting date.

8. Granted on June 2, 2014 pursuant to the Incentive Plan. 75% of these share options are immediately exercisable. The remaining unvested share options will vest on June 2, 2018, subject to grantee's continued employment with the Company through the vesting date.

9. Immediately exercisable.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Michael Kors	06/06/2017
	** Signature of Reporting Person	Date
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