Statement of Changes in Beneficial Ownership (4)
March 22 2018 - 4:20PM
Edgar (US Regulatory)
FORM 4
[ ]
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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
IDOL JOHN D
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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
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X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
33 KINGSWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2018
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(Street)
LONDON, X0 WC2B 6UF
(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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Code
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V
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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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3/20/2018
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M
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100000
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A
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$20.00
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1787546
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D
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Ordinary shares, no par value
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3/20/2018
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S
(1)
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65282
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D
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$62.1735
(2)
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1722264
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D
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Ordinary shares, no par value
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3/20/2018
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S
(1)
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34718
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D
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$62.6708
(3)
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1687546
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D
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Ordinary shares, no par value
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3/21/2018
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M
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50000
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A
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$20.00
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1737546
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D
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Ordinary shares, no par value
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3/21/2018
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S
(1)
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21184
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D
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$63.5726
(4)
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1716362
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D
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Ordinary shares, no par value
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3/21/2018
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S
(1)
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28816
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D
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$64.1546
(5)
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1687546
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D
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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 Idol Family Foundation
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Ordinary shares, no par value
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150000
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I
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Held by John D. Idol 2013 GRAT #1
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Ordinary shares, no par value
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150000
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I
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Held by John D. Idol 2013 GRAT #2
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Table II - Derivative Securities 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
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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 Following Reported Transaction(s) (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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Code
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V
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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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$20.00
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3/20/2018
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M
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100000
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(6)
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12/14/2018
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Ordinary shares, no par value
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100000
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$20.00
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137097
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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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3/21/2018
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M
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50000
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(6)
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12/14/2018
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Ordinary shares, no par value
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50000
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$20.00
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87097
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D
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Employee share option (right to buy)
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$49.88
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(7)
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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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(7)
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(8)
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Ordinary shares, no par value
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6014
(9)
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6014
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D
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Employee share option (right to buy)
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$47.10
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(10)
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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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Restricted share units
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$0
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(10)
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(8)
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Ordinary shares, no par value
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31846
(9)
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31846
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D
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Employee share option (right to buy)
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$2.6316
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(6)
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2/18/2020
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Ordinary shares, no par value
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491426
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491426
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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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(11)
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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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$5.00
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(6)
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3/25/2021
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Ordinary shares, no par value
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456000
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456000
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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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(6)
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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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Explanation of Responses:
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(1)
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These shares were sold pursuant to a Rule 10b5-1 trading plan. The 10b5-1 trading plan was put in place by the reporting person for estate planning purposes and may result in additional future share sales. The reporting person expects to retain a significant ownership interest in Michael Kors Holdings Limited (the "Company").
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(2)
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The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $61.43 to $62.425. Upon request of the staff of the U.S. Securities and Exchange Commission (the "SEC"), the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(3)
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The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $62.43 to $62.94. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(4)
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The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $62.83 to $63.825. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(5)
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The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $63.83 to $64.52. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
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(6)
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Immediately exercisable.
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(7)
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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 unless the grantee is retirement eligible.
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(8)
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The RSUs do not expire.
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(9)
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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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(10)
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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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(11)
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Granted on June 2, 2014 pursuant to the Incentive Plan. 75% of these share options are immediately exercisable. The remaining unvested share options will vest on June 2, 2018, 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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IDOL JOHN D
33 KINGSWAY
LONDON, X0 WC2B 6UF
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X
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Chairman & CEO
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Signatures
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/s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol
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3/22/2018
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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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