FORM 4
[ ] 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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Singer Jan 		2. Issuer Name and Ticker or Trading Symbol

Kate Spade & Co [ KATE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KATE SPADE & COMPANY, 2 PARK AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/3/2017
(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
Phantom Stock   (1)   (2) 1/3/2017     A      321         (2)   (2) Common stock, par value $1 per share   321     (1) 321   D    

Explanation of Responses:
( 1)  This Form is being filed for purposes of reporting the Issuer's book-entry credit to Reporting Person of Phantom Stock pursuant to Reporting Person's election to defer receipt of cash compensation for Board and Board Committee retention and meeting fees under the Issuer's Outside Directors' Deferral Plan (the "Plan"). The amount of Phantom Stock credited equates to that number of whole shares of Common Stock at the closing price on 12/30/2016, which are equivalent in value to the cash fees otherwise payable to the Reporting Person as of the date recorded on Issuer's records.
( 2)  Pursuant to the Plan, participants may choose any month and year at least three years after the date of deferral for the distribution of the corresponding number of shares of Common Stock. The Phantom Stock is convertible to Common Stock on a one-for-one basis. If no date for distribution is chosen, the shares are distributed on the January 1 following the termination of the participant's membership on the Issuer's Board of Directors.

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



Signatures
Timothy F. Michno, as Attorney-in-Fact 1/5/2017
** 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.
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