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 Kate Spade & Co [ KATE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/06/2017 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, par value $1 per share | 03/06/2017 | M(1) | 31,661 | A | $0.00 | 49,926 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | F | 16,892 | D | $23.29 | 33,034 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | M(2) | 12,639 | A | $0.00 | 45,673 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | F | 6,743 | D | $23.37 | 38,930 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | M(3) | 7,915 | A | $0.00 | 46,845 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | F | 4,201 | D | $23.29 | 42,644 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | M(4) | 3,038 | A | $0.00 | 45,682 | D | |||
Common Stock, par value $1 per share | 03/06/2017 | F | 1,621 | D | $23.29 | 44,061 | 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 | ||||||||
Staking Market Share Units | (1) | 03/06/2017 | M | 31,661(5) | 03/06/2017 | (6) | Common Stock, par value $1 per share | 31,661 | $0.00 | 48,988(7) | D | ||||
Performance Share Units | (2) | 03/06/2017 | M | 12,639(8) | 03/06/2017 | (6) | Common stock, par value $1 per share | 12,639 | $0.00 | 0 | D | ||||
Market Share Units | (3) | 03/06/2017 | M | 7,915(9) | 03/06/2017 | (6) | Common stock, par value $1 per share | 7,915 | $0.00 | 0 | D | ||||
Market Share Units | (4) | 03/06/2017 | M | 3,038(10) | 03/06/2017 | (6) | Common stock, par value $1 per share | 3,038 | $0.00 | 4,815(11) | D |
Explanation of Responses: |
1. Staking market share units ("Staking MSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 Staking MSU award. |
2. Performance share units ("PSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 PSU award. |
3. Market share units ("MSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 MSU award. |
4. MSUs granted on March 2, 2015 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2015 MSU award. |
5. Represents 64.63% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target Staking MSUs awarded. |
6. Not applicable. |
7. Each Staking MSU represents the right to receive one share of common stock based on certain vesting conditions. The number of Staking MSUs reported as beneficially owned following the reported transaction represents 50% of the target number awarded on March 3, 2014 corresponding to the second and final performance period ending on March 3, 2019. |
8. Represents 51.60% of target. The actual number of shares of common stock that vested was contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2014 through 2017, adjusted to reflect the Issuer's total shareholder return ("TSR") performance relative to that of all companies in the S&P MidCap 400, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. |
9. Represents 64.63% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded. |
10. Represents 63.10% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded. |
11. Each MSU represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported as beneficially owned following the reported transaction represents 50% of the target number awarded on March 2, 2015 corresponding to the second and final performance period ending on March 2, 2018. |
Remarks: |
Timothy F. Michno, as Attorney-In-Fact | 03/08/2017 | |
** 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. |