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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted share units | $ 0 | 12/18/2023 | M(1) | 5,288 | (4) | (5) | Ordinary shares, no par value | 5,288 (6) | $ 0 | 110,138 | D | ||||
| Restricted share units | $ 0 | (7) | (5) | Ordinary shares, no par value | 49,308 (6) | 49,308 | D | ||||||||
| Restricted share units | $ 0 | (8) | (5) | Ordinary shares, no par value | 57,026 (6) | 57,026 | D | ||||||||
| Employee share option (right to buy) | $ 67.52 | (9) | 06/15/2025 | Ordinary shares, no par value | 61,249 | 61,249 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| IDOL JOHN D 90 WHITFIELD STREET 2ND FLOOR LONDON, X0 W1T 4EZ |
X | Chairman & CEO | ||
| /s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol | 12/20/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the conversion of restricted share units ("RSUs") into ordinary shares, no par value, on a one-for-one basis to satisfy FICA and other tax withholding obligations due to the reporting person being retirement eligible within the meaning of the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan"). |
| (2) | Represents shares withheld by the Company to cover FICA and other tax withholding obligations of the reporting person due to the reporting person being retirement eligible within the meaning of the Incentive Plan. |
| (3) | This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares. |
| (4) | Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. |
| (5) | The RSUs do not expire. |
| (6) | Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU. |
| (7) | Granted on June 15, 2021 pursuant to the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2022, 2023, and 2024, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. |
| (8) | Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2023, 2024, and 2025, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. |
| (9) | Immediately exercisable. |