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 Capri Holdings Ltd [ CPRI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/01/2019 | ||||||||||||||||||||||||||
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 | 05/01/2019 | M | 20,425(1) | A | $0 | 32,516 | D | |||
Ordinary shares, no par value | 05/01/2019 | F | 9,262(2) | D | $43.41 | 23,254 | D |
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 | ||||||||
Restricted share units | $0 | 05/01/2019 | M | 20,425 | (3) | (4) | Ordinary shares, no par value | 20,425(5) | $0 | 40,849 | D | ||||
Restricted share units | $0 | (6) | (4) | Ordinary shares, no par value | 16,291(5) | 16,291 | D | ||||||||
Employee share option (right to buy) | $67.52 | (6) | 06/15/2025 | Ordinary shares, no par value | 12,250 | 12,250 | D |
Explanation of Responses: |
1. Represents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU. |
2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting. |
3. Granted on May 1, 2017 pursuant to the Capri Holdings Limited Amended and Restated Incentive Plan (the "Incentive Plan"). These securities vest 25% each year on May 1, 2018, 2019, 2020 and 2021, respectively, subject to employee's continued employment with the Company through the vesting date unless employee is retirement eligible. |
4. The RSUs do not expire. |
5. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU. |
6. Granted on June 15, 2018 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2019, 2020, 2021 and 2022, respectively, subject to grantee's continued employment with the Company through the vesting date. |
/s/ Krista A. McDonough, as attorney-in-fact for Thomas J. Edwards, Jr. | 05/02/2019 | |
** 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. |