Annual Statement of Changes in Beneficial Ownership (5)
May 16 2017 - 12:27PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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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1. Name and Address of Reporting Person
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Kors Michael David
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2. Issuer Name
and
Ticker or Trading Symbol
Michael Kors Holdings Ltd [KORS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Hon Chair & Chief Creative Off
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(Last)
(First)
(Middle)
C/O MICHAEL KORS (USA), INC., 11 WEST 42ND STREET, ATTN. LEE SPORN
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
4/1/2017
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Ordinary shares, no par value
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6/17/2016
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G
(1)
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10250
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D
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$0
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4327304
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D
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Ordinary shares, no par value
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6/17/2016
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G
(1)
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15150
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D
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$0
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4312154
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D
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Ordinary shares, no par value
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23513
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I
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Held by spouse
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Ordinary shares, no par value
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95000
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I
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Held by the Kors LePere Foundation
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee share option (right to buy)
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$49.88
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(2)
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6/15/2023
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Ordinary shares, no par value
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14503
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14503
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D
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Restricted share units
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$0
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(2)
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(3)
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Ordinary shares, no par value
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8019
(4)
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8019
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D
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Restricted share units
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$0
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(2)
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(3)
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Ordinary shares, no par value
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10024
(4)
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10024
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I
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Held by spouse
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Employee share option (right to buy)
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$47.10
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(5)
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6/15/2022
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Ordinary shares, no par value
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107604
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107604
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D
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Employee share option (right to buy)
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$94.45
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(6)
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6/2/2021
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Ordinary shares, no par value
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89316
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89316
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D
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Employee share option (right to buy)
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$94.45
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(6)
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6/2/2021
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Ordinary shares, no par value
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5104
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5104
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I
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Held by spouse
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Employee share option (right to buy)
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$2.6316
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(7)
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4/16/2018
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Ordinary shares, no par value
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246590
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246590
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I
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Held by spouse
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Employee share option (right to buy)
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$2.6316
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(7)
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10/25/2020
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Ordinary shares, no par value
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165765
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165765
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I
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Held by spouse
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Employee share option (right to buy)
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$20.00
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(7)
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12/14/2018
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Ordinary shares, no par value
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387597
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387597
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D
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Employee share option (right to buy)
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$20.00
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(7)
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12/14/2018
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Ordinary share, no par value
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38760
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38760
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I
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Held by spouse
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Employee share option (right to buy)
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$62.24
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(8)
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6/3/2020
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Ordinary shares, no par value
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84219
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84219
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D
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Employee share option (right to buy)
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$62.24
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(8)
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6/3/2020
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Ordinary shares, no par value
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12031
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12031
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I
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Held by spouse
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Explanation of Responses:
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(1)
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Charitable gift.
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(2)
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Granted on June 15, 2016 pursuant to the Michael Kors Holdings Limited Amended and Restated Omnibus Incentive Plan (the "Incentive Plan'). These securities vest 25% each year on June 15, 2017, 2018, 2019, and 2020, respectively, subject to grantee's continued employment with the Company through the vesting date.
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(3)
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The RSUs do not expire.
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(4)
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Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
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(5)
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Granted on June 15, 2015 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2016, 2017, 2018, and 2019, respectively, subject to grantee's continued employment with the Company through the vesting date.
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(6)
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Granted on June 2, 2014 pursuant to the Incentive Plan. 50% of these share options are immediately exercisable. The remaining unvested share options will vest 50% each year on June 2, 2017 and 2018, respectively, subject to grantee's continued employment with the Company through the vesting date.
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(7)
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Immediately exercisable.
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(8)
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Granted on June 3, 2013 pursuant to the Incentive Plan. 75% of these share options are immediately exercisable. The remaining unvested share options will vest on June 3, 2017, subject to grantee's continued employment with the Company through the vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kors Michael David
C/O MICHAEL KORS (USA), INC.
11 WEST 42ND STREET, ATTN. LEE SPORN
NEW YORK, NY 10036
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X
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Hon Chair & Chief Creative Off
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Signatures
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/s/ Krista A. McDonough, as Attorney-in-Fact for Michael Kors
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5/16/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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