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 *

Andrada Marissa 		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, Human Resources
(Last)          (First)          (Middle)

C/O KATE SPADE & COMPANY, 2 PARK AVENUE 		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)
Code V Amount (A) or (D) Price

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 7/11/2017     D   (2)       10446      (3)   (3) Common stock, par value $1 per share   10446     (2) 18131   D    
Restricted Stock Units     (1) 7/11/2017     D   (2)       7685      (4)   (4) Common stock, par value $1 per share   7685     (2) 10446   D    
Restricted Stock Units     (1) 7/11/2017     D   (5)       10446      (3)   (3) Common stock, par value $1 per share   10446     (5) 0   D    
Performance Share Units     (6) 7/11/2017     A   (7)    7685         (6)   (6) Common stock, par value $1 per share   7685     (7) 7685   D    
Performance Share Units     (6) 7/11/2017     D   (7)       7685      (6)   (6) Common stock, par value $1 per share   7685     (7) 0   D    

Explanation of Responses:
(1)  Each restricted stock unit represented a contingent right to receive one share of common stock, par value $1.00 per share, of the Issuer (each, a "Share").
(2)  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"). As approved by the compensation committee of the board of directors of the Issuer, 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, less any required withholding taxes, such amount to be paid as soon as practicable following the effective time of the Merger.
(3)  This award of restricted stock units provided for vesting in two equal installments on July 20, 2018 and July 20, 2019. The vesting of the July 20, 2019 installment was accelerated in connection with the Merger.
(4)  This award of restricted stock units provided for vesting in two equal installments on March 1, 2019 and March 1, 2020. The vesting of this award was accelerated in connection with the Merger.
(5)  Pursuant to the Merger Agreement, each of these restricted stock units was converted into a restricted stock unit with respect to 0.3914 shares of Parent common stock (rounded to the nearest whole share).
(6)  The performance share units were granted on March 1, 2017, and represented a contingent right to receive Shares on a one-to-one basis 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 2017 performance share unit award agreement and the Company's 2013 Stock Incentive Plan.
(7)  Pursuant to the Merger Agreement, each of these performance share units was converted into a restricted stock unit with respect to 0.3914 shares of Parent common stock (assuming for this purpose that performance in respect of all such outstanding performance share units was achieved at a level that resulted in a payout of 100% of the target award) (rounded to the nearest whole share).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Andrada Marissa
C/O KATE SPADE & COMPANY
2 PARK AVENUE
NEW YORK, NY 10016

SVP, Human Resources

Signatures
Timothy F. Michno, as Attorney-In-Fact 7/13/2017
** 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 control number.
Kate Spade & Company (NYSE:KATE)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Kate Spade & Company Charts.
Kate Spade & Company (NYSE:KATE)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Kate Spade & Company Charts.