Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Yanussi Linda S	2. Issuer Name and Ticker or Trading Symbol Kate Spade & Co [ KATE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) SVP, Global Operations & CIO
(Last) (First) (Middle) C/O KATE SPADE & COMPANY, 2 PARK AVE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/11/2017
(Street) NEW YORK, NY 10016 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $1 per share	7/11/2017		U		10895	D	⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Market Share Units	⁽²⁾	7/11/2017		D ⁽³⁾ ⁽⁴⁾			1124	⁽³⁾ ⁽⁴⁾	⁽³⁾ ⁽⁴⁾	Common stock, par value $1 per share	1124	⁽³⁾ ⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	7/11/2017		D ⁽⁶⁾			8966	⁽⁷⁾	⁽⁷⁾	Common stock, par value $1 per share	8966	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁵⁾	7/11/2017		D ⁽⁶⁾			7984	⁽⁸⁾	⁽⁸⁾	Common stock, par value $1 per share	7984	⁽⁶⁾	0	D
Staking Market Share Units	⁽⁹⁾	7/11/2017		D ⁽¹⁰⁾ ⁽¹¹⁾			15268	⁽¹⁰⁾ ⁽¹¹⁾	⁽¹⁰⁾ ⁽¹¹⁾	Common stock, par value $1 per share	15268	⁽¹⁰⁾ ⁽¹¹⁾	0	D
Options	$35.30	7/11/2017		D ⁽¹²⁾			4780	⁽¹³⁾	3/2/2022	Common stock, par value $1 per share	4780	⁽¹²⁾	0	D
Options	$21.20	7/11/2017		D ⁽¹²⁾			15000	⁽¹⁴⁾	6/3/2020	Common stock, par value $1 per share	15000	⁽¹²⁾	0	D
Performance Share Units	⁽¹⁵⁾	7/11/2017		D ⁽¹⁶⁾ ⁽¹⁷⁾			11976	⁽¹⁵⁾	⁽¹⁵⁾	Common stock, par value $1 per share	11976	⁽¹⁶⁾ ⁽¹⁷⁾	0	D
Performance Share Units	⁽¹⁵⁾	7/11/2017		D ⁽¹⁸⁾ ⁽¹⁹⁾			6742	⁽¹⁵⁾	⁽¹⁵⁾	Common stock, par value $1 per share	6742	⁽¹⁸⁾ ⁽¹⁹⁾	0	D
Performance Share Units	⁽¹⁵⁾	7/11/2017		A ⁽²⁰⁾ ⁽²¹⁾		8966		⁽¹⁵⁾	⁽¹⁵⁾	Common stock, par value $1 per share	8966	⁽²⁰⁾ ⁽²¹⁾	8966	D
Performance Share Units	⁽¹⁵⁾	7/11/2017		D ⁽²⁰⁾ ⁽²¹⁾			8966	⁽¹⁵⁾	⁽¹⁵⁾	Common stock, par value $1 per share	8966	⁽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 on March 3, 2019, the date that 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 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 11)
(11)	(cont'd from FN 10) 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Yanussi Linda S C/O KATE SPADE & COMPANY 2 PARK AVE NEW YORK, NY 10016			SVP, Global Operations & CIO

Signatures
Timothy F. Michno, as Attorney-In-Fact		7/13/2017
^** Signature of Reporting Person		Date

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