| 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 | 79,682 | D | (1) | 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 | ||||||||
| Market Share Units | (2) | 07/11/2017 | D(3)(4) | 10,514 | (3)(4) | (3)(4) | Common stock, par value $1 per share | 10,514 | (3)(4) | 0 | D | ||||
| Restricted Stock Units | (5) | 07/11/2017 | D(6) | 83,889 | (7) | (7) | Common stock, par value $1 per share | 83,889 | (6) | 0 | D | ||||
| Restricted Stock Units | (5) | 07/11/2017 | D(6) | 74,702 | (8) | (8) | Common stock, par value $1 per share | 74,702 | (6) | 0 | D | ||||
| Staking Market Share Units | (9) | 07/11/2017 | D(10)(11) | 140,458 | (10)(11) | (10)(11) | Common stock, par value $1 per share | 140,458 | (10)(11) | 0 | D | ||||
| Options | $35.3 | 07/11/2017 | D(12) | 44,710 | (13) | 03/02/2022 | Common stock, par value $1 per share | 44,710 | (12) | 0 | D | ||||
| Options | $4.4 | 07/11/2017 | D(12) | 37,500 | (14) | 09/01/2017 | Common stock, par value $1 per share | 37,500 | (12) | 0 | D | ||||
| Options | $4.97 | 07/11/2017 | D(12) | 37,500 | (14) | 03/01/2018 | Common stock, par value $1 per share | 37,500 | (12) | 0 | D | ||||
| Options | $5.06 | 07/11/2017 | D(12) | 37,500 | (14) | 09/01/2018 | Common stock, par value $1 per share | 37,500 | (12) | 0 | D | ||||
| Performance Share Units | (15) | 07/11/2017 | D(16)(17) | 112,053 | (15) | (15) | Common stock, par value $1 per share | 112,053 | (16)(17) | 0 | D | ||||
| Performance Share Units | (15) | 07/11/2017 | D(18)(19) | 63,082 | (15) | (15) | Common stock, par value $1 per share | 63,082 | (18)(19) | 0 | D | ||||
| Performance Share Units | (15) | 07/11/2017 | A(20)(21) | 83,889 | (15) | (15) | Common stock, par value $1 per share | 83,889 | (20)(21) | 83,889 | D | ||||
| Performance Share Units | (15) | 07/11/2017 | D(20)(21) | 83,889 | (15) | (15) | Common stock, par value $1 per share | 83,889 | (20)(21) | 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 the Issuer, on July 11, 2017, Purchaser merged with and into the Issuer 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 Issuer (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. Each market share unit ("MSU") represents the right to receive one share of common stock based on certain vesting conditions. |
| 3. Pursuant to the letter agreement, dated May 7, 2017, between the Issuer and the Reporting Person (the "Letter Agreement"), each of these MSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such MSU (assuming that for this purpose that performance in respect of all such outstanding MSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "MSU Payment"). The MSU Payment will generally be payable after March 2, 2018, the date representing the end of the applicable performance period, after which the MSUs would have otherwise vested in accordance with the terms of the award; provided, however that the MSU Payment will be payable in full no later than 30 days (cont'd in FN 4) |
| 4. (cont'd from FN 3) following the applicable termination date in the event that the Reporting Person's employment is terminated without cause, or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement. |
| 5. Each restricted stock unit represented a contingent right to receive one Share. |
| 6. Pursuant to the terms of the Letter Agreement, each of these restricted stock units was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such restricted stock unit (the aggregate amount, the "RSU Payment"). The RSU Payment will generally be payable in substantially equal installments with each such installment paid on the date that the restricted stock units corresponding to such installment would have otherwise vested in accordance with the terms of the award; provided, however that the RSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement. |
| 7. This award provided for vesting in two equal installments on March 1, 2019 and March 1, 2020. |
| 8. This award provided for vesting in two equal installments on March 3, 2018 and March 3, 2019. |
| 9. Each Staking Market Share Unit ("Staking MSU") represents the right to receive one Share based on certain vesting conditions. |
| 10. Pursuant to the Letter Agreement, each of these Staking MSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such Staking MSU (assuming that for this purpose that performance in respect of all such outstanding Staking MSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "Staking MSU Payment"). The Staking MSU Payment will generally be payable after January 7, 2019, the date representing the end of the applicable performance period, after which the Staking MSUs would have otherwise vested in accordance with the terms of the award; provided, however that the Staking MSU Payment will be payable in full no later than 30 days (cont'd in FN 11) |
| 11. (cont'd from FN 10) following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement. |
| 12. Pursuant to the Merger Agreement, each of these stock options was cancelled and converted in to the right to receive an amount in cash, if any, equal to the product of the Option Consideration multiplied by the aggregate number of Shares subject to such stock option immediately before the effective time of the Merger, less any required withholding taxes, such amount to be paid as soon as practicable following the effective time of the Merger. "Option Consideration" means the excess, if any, of $18.50 over the per share exercise price of the applicable stock option. |
| 13. This option to purchase Shares was granted on March 2, 2015, and was exercisable in increments of 25% on the first two anniversaries of the date of grant and in an increment of 50% on the third anniversary of the date of grant. |
| 14. This option to purchase Shares was fully vested and exercisable. |
| 15. Each Performance Share Unit ("PSU") represents the right to receive one Share based on certain vesting conditions. |
| 16. Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 29, 2018, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 17) |
| 17. (cont'd from FN 16) on the "deemed good reason date," in each case, as provided in the Letter Agreement. |
| 18. Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 30, 2017, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on (cont'd in FN 19) |
| 19. (cont'd from FN 18) the "deemed good reason date," in each case, as provided in the Letter Agreement. |
| 20. Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 28, 2019, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 21) |
| 21. (cont'd from FN 20) on the "deemed good reason date," in each case, as provided in the Letter Agreement. |
| 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. | ||
