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) 11/05/2021 | ||||||||||||||||||||||||||
| 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 | 11/05/2021 | S | 252,417(1) | D | $65.43(2) | 710,229(3) | D | |||
| Ordinary shares, no par value | 11/05/2021 | S | 74,516(1) | D | $66.58(4) | 635,713(3) | D | |||
| Ordinary shares, no par value | 11/05/2021 | S | 41,753(1) | D | $67.3(5) | 593,960(3) | D | |||
| Ordinary shares, no par value | 11/08/2021 | S | 25,296(1) | D | $65.74(6) | 568,664(3) | D | |||
| Ordinary shares, no par value | 11/08/2021 | S | 176,879(1) | D | $65.03(7) | 391,785(3) | D | |||
| Ordinary shares, no par value | 11/09/2021 | S | 1,900(1) | D | $65.27(8) | 389,885(3) | D | |||
| Ordinary shares, no par value | 2,000,000 | I | Held by John D. Idol 2020 GRAT | |||||||
| Ordinary shares, no par value | 149,700 | I | Held by John D. Idol 2013 GRAT #1 | |||||||
| Ordinary shares, no par value | 149,700 | I | Held by John D. Idol 2013 GRAT #2 | |||||||
| 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 | (9) | (10) | Ordinary shares, no par value | 55,374(11) | 55,374 | D | ||||||||
| Restricted share units | $0 | 06/15/2022 | (10) | Ordinary shares, no par value | 11,107(11) | 11,107 | D | ||||||||
| Restricted share units | $0 | (12) | (10) | Ordinary shares, no par value | 235,156(11) | 235,156 | D | ||||||||
| Restricted share units | $0 | (13) | (10) | Ordinary shares, no par value | 155,025(11) | 155,025 | D | ||||||||
| Employee share option (right to buy) | $67.52 | 06/15/2022 | 06/15/2025 | Ordinary shares, no par value | 61,249 | 61,249 | D | ||||||||
| Employee share option (right to buy) | $49.88 | (14) | 06/15/2023 | Ordinary shares, no par value | 14,503 | 14,503 | D | ||||||||
| Employee share option (right to buy) | $47.1 | (14) | 06/15/2022 | Ordinary shares, no par value | 107,604 | 107,604 | D | ||||||||
| Explanation of Responses: |
| 1. These sales were made as part of a long-term strategy for tax and estate planning. |
| 2. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $64.90 to $65.89. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| 3. This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares. |
| 4. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $65.90 to $66.895. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| 5. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $66.90 to $67.88. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| 6. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $65.48 to $66.47. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| 7. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $64.70 to $65.47. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| 8. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $65.04 to $65.59. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| 9. Granted on June 17, 2019 pursuant to the Capri Holdings Limited Second Amended and Restated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted will vest 25% each year on June 15, 2020, 2021, 2022, and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible. |
| 10. The RSUs do not expire. |
| 11. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU. |
| 12. Granted on June 15, 2020 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 1/3 each year on June 15, 2021, 2022, and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible. |
| 13. Granted on June 15, 2021 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 1/3 each year on June 15, 2022, 2023, and 2024, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible. |
| 14. Immediately exercisable. |
| /s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol | 11/09/2021 | |
| ** 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. | ||