| 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) 07/11/2017 | ||||||||||||||||||||||||||
| 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 | 07/11/2017 | U | 7,815 | D | $0.00(1) | 0 | D | |||
| Common stock, par value $1 per share | 07/11/2017 | D | 6,044 | D | (2) | 0 | 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 | ||||||||
| Phantom Stock | (3) | 07/11/2017 | I | 3,412(3) | (3) | (3) | Common stock, par value $1 per share | 3,412 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger dated as of May 7, 2017 (the "Merger Agreement") by and among Coach, Inc. ("Parent"), Chelsea Merger Sub Inc. ("Purchaser"), and Kate Spade & Company (the "Company"), on July 11, 2017, Purchaser merged with and into the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of the Company (each, a "Share") was disposed of pursuant to a tender offer commenced by the Purchaser on May 26, 2017 to acquire any and all of the Company's Shares for $18.50 per Share, net to the Reporting Person in cash, without interest thereon and less any applicable withholding taxes. |
| 2. Represents Shares that were granted as part of director annual retainer compensation and deferred pursuant to the Company's Outside Directors' Deferral Plan (the "Director Deferral Plan"), pursuant to which the Reporting Person elected to defer the receipt of such Shares (each, a "phantom share"). Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election. |
| 3. These phantom shares represent an equivalent amount of cash compensation (e.g., cash retention and meeting fees) that was deferred under the Director Deferral Plan pursuant to an election made by the Reporting Person. Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election. |
| Remarks: |
| Timothy F. Michno, as Attorney-In-Fact | 07/13/2017 | |
| ** 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. | ||
