Statement of Changes in Beneficial Ownership (4)
13 Dezembro 2022 - 06:28PM
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 |
2. Issuer Name and Ticker or Trading
Symbol Capri Holdings Ltd [ CPRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman & CEO |
(Last)
(First)
(Middle)
90 WHITFIELD STREET, 2ND FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/9/2022
|
(Street)
LONDON, X0 W1T 4EZ
(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 |
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 |
Ordinary shares, no par
value |
12/9/2022 |
|
G(1) |
V |
1456617 (1) |
D |
$0 |
0 (1) |
I |
Held by John D. Idol 2020
GRAT |
Ordinary shares, no par
value |
12/9/2022 |
|
G(1) |
V |
619797 |
A |
$0 |
1727545 (2) |
D |
|
Ordinary shares, no par
value |
|
|
|
|
|
|
|
149700 |
I |
Held by John D. Idol 2013 GRAT
#1 |
Ordinary shares, no par
value |
|
|
|
|
|
|
|
149700 |
I |
Held by John D. Idol 2013 GRAT
#2 |
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 share units |
$0 |
|
|
|
|
|
|
(3) |
(4) |
Ordinary shares, no par
value |
27687 (5) |
|
27687 |
D |
|
Restricted share units |
$0 |
|
|
|
|
|
|
(6) |
(4) |
Ordinary shares, no par
value |
117578 (5) |
|
117578 |
D |
|
Restricted share units |
$0 |
|
|
|
|
|
|
(7) |
(4) |
Ordinary shares, no par
value |
103350 (5) |
|
103350 |
D |
|
Restricted share units |
$0 |
|
|
|
|
|
|
(8) |
(4) |
Ordinary shares, no par
value |
89644 (5) |
|
89644 |
D |
|
Employee share option (right to
buy) |
$67.52 |
|
|
|
|
|
|
(9) |
6/15/2025 |
Ordinary shares, no par
value |
61249 |
|
61249 |
D |
|
Employee share option (right to
buy) |
$49.88 |
|
|
|
|
|
|
(9) |
6/15/2023 |
Ordinary shares, no par
value |
14503 |
|
14503 |
D |
|
Explanation of
Responses: |
(1) |
619,797 shares were
transferred, from a grantor retained annuity trust ("GRAT") in
which the reporting person had an indirect pecuniary interest, to
the reporting person as an annuity payment in accordance with the
terms of the GRAT. The remaining 836,820 shares were transferred to
trusts for the benefit of the reporting person's adult children, as
beneficiaries of the GRAT, in accordance the provisions of the GRAT
which provided for such distribution upon expiration of the GRAT's
term. |
(2) |
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. |
(3) |
Granted on June 17, 2019
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 25% each year on
June 15, 2020, 2021, 2022, and 2023, 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. |
(4) |
The RSUs do not
expire. |
(5) |
Settlement of this award
will be satisfied through the issuance of one ordinary share for
each vested RSU. |
(6) |
Granted on June 15, 2020
pursuant to the Incentive Plan. The securities underlying the total
number of RSUs originally granted vest 1/3 each year on June 15,
2021, 2022, and 2023, 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. |
(7) |
Granted on June 15, 2021
pursuant to 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. |
Reporting
Owners
|
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 |
|
Signatures
|
/s/ Krista A. McDonough, as Attorney-in-Fact for
John D. Idol |
|
12/13/2022 |
**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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