Daniel Purefoy Form 4 Capri / Daniel Purefoy 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^*

Purefoy Daniel

(Last) (First) (Middle)

33 KINGSWAY

(Street)

LONDON WC2B 6UF

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Global Ops

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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	03/01/2021		M		1,068(1)	A	$0	1,068	D
Ordinary shares, no par value	03/01/2021		F		381(2)	D	$48.26	687	D

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	03/01/2021		M			1,068	(3)	(4)	Ordinary shares, no par value	1,068(5)	$0	2,136	D
Restricted share units	$0							(6)	(4)	Ordinary shares, no par value	901(5)		901	D
Restricted share units	$0							(7)	(4)	Ordinary shares, no par value	925(5)		925	D
Restricted share units	$0							(8)	(4)	Ordinary shares, no par value	4,430(5)		4,430	D
Restricted share units	$0							(9)	(4)	Ordinary shares, no par value	112,233(5)		112,233	D
Employee Share Option (right to buy)	$77.99							(10)	11/03/2021	Ordinary shares, no par value	5,208		5,208	D

Explanation of Responses:

1. Respresents 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 March 1, 2019 pursuant to the Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan (the "Incentive Plan"). These securities vest 25% each year on March 1, 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.

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, 2017 pursuant to the Incentive Plan. These securities vest 50% each year on June 15, 2020 and 2021, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.

7. 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 unless the grantee is retirement eligible.

8. Granted on June 17, 2019 pursuant to the Incentive Plan. These securities vest 25% each year on June 17, 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.

9. Granted on April 1, 2020 pursuant to the Incentive Plan. These securities vest 25% each year on April 1, 2021, 2022, 2023, and 2024, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.

10. Immediately exercisable.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Daniel Purefoy	03/03/2021
	** Signature of Reporting Person	Date
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