Capri Holdings Limited (CPRI) Form 4 Capri / JOHN D IDOL 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^*

IDOL JOHN D

(Last) (First) (Middle)

90 WHITFIELD STREET

2ND FLOOR

(Street)

LONDON X0 W1T 4EZ

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

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	03/16/2023		P		28,239	A	$42	1,755,784(1)	D
Ordinary shares, no par value	03/16/2023		P		165,219	A	$41.71(2)	1,912,003(1)	D
Ordinary shares, no par value	03/16/2023		P		46,542	A	$40.8(3)	1,967,545(1)	D
Ordinary shares, no par value	03/17/2023		G(4)	V	1,000,000	D	$0	967,545(1)	D
Ordinary shares, no par value	03/17/2023		G(4)	V	1,000,000	A	$0	1,000,000	I	Held by John D. Idol 2023 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)
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							(5)	(6)	Ordinary shares, no par value	26,419(7)		26,419	D
Restricted share units	$0							(8)	(6)	Ordinary shares, no par value	112,194(7)		112,194	D
Restricted share units	$0							(9)	(6)	Ordinary shares, no par value	98,617(7)		98,617	D
Restricted share units	$0							(10)	(6)	Ordinary shares, no par value	85,539(7)		85,539	D
Employee share option (right to buy)	$67.52							(11)	06/15/2025	Ordinary shares, no par value	61,249		61,249	D
Employee share option (right to buy)	$49.88							(11)	06/15/2023	Ordinary shares, no par value	14,503		14,503	D

Explanation of Responses:

1. 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.

2. The purchase price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $41.00 to $41.99. 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 purchased at each separate price.

3. The purchase price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $40.52 to $40.99. 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 purchased at each separate price.

4. Reflects a bona fide gift by Mr. Idol for no consideration to a grantor retained annuity trusts ("GRAT") for the benefit of Mr. Idol's children of which Mr. Idol is the grantor but is not the trustee. As the grantor, Mr. Idol retains a pecuniary interest in the GRAT and may be deemed to beneficially own the ordinary shares held by the GRAT.

5. Granted on June 17, 2019 pursuant to the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted 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 dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

6. The RSUs do not expire.

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

8. Granted on June 15, 2020 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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 dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

9. Granted on June 15, 2021 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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 dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

10. Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2023, 2024, and 2025, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

11. Immediately exercisable.

	/s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol	03/17/2023
	** Signature of Reporting Person	Date
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