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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) | ||
| 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 | ||||||||
| Employee share option (right to buy) | $ 2.6316 | (2) | 02/18/2020 | Ordinary shares, no par value | 491,426 | 491,426 | D | ||||||||
| Employee share option (right to buy) | $ 5 | (3) | 03/25/2021 | Ordinary shares, no par value | 456,000 | 456,000 | D | ||||||||
| Employee share option (right to buy) | $ 20 | (4) | 12/14/2018 | Ordinary shares, no par value | 387,597 | 387,597 | D | ||||||||
| Employee share option (right to buy) | $ 62.24 | (5) | 06/03/2020 | Ordinary shares, no par value | 84,219 | 84,219 | D | ||||||||
| Performance-based restricted share units | $ 0 | (6) | (6) | Ordinary shares, no par value | 28,920 | 0 (7) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| IDOL JOHN D C/O MICHAEL KORS LTD, UNIT 1902, 19/F TOWER 6, THE GATEWAY, HARBOUR CITY TSIM SHA TSI, KOWLOON, K3 |
X | Chairman & CEO | ||
| /s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol | 12/18/2013 | |
| **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 shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares. |
| (2) | Granted on February 18, 2010 pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan (the "Option Plan"). These share options vest in full 10-years from the date of grant if the Company's shareholder net equity has increased by at least 20% per annum during such 10-year period. These share options may also vest on an accelerated basis if the pre-established annual performance goal (tied to annual divisional pre-tax profit) for the year has been met, in each case, subject to the grantee's continued employment with the Company through the vesting date. One-half of these options are currently vested and exercisable. If the annual performance goal is attained for Fiscal 2014, then the remaining one-half of these share options that are unvested will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended March 29, 2014 is completed. |
| (3) | Granted on March 25, 2011 pursuant to the Option Plan. These share options vest in full 10-years from the date of grant if the Company's shareholder net equity has increased by at least 20% per annum during such 10-year period. These share options may also vest on an accelerated basis if the pre-established annual performance goal (tied to annual divisional pre-tax profit) for the year has been met, in each case, subject to the grantee's continued employment with the Company through the vesting date. One-third of these share options are currently vested and exercisable. If the annual performance goal is attained for Fiscal 2014 and/or Fiscal 2015, then one-third of these share options will vest on or about the date the audit of the financial statements of the Company for the fiscal years ended March 29, 2014 and March 28, 2015, respectively, is completed. |
| (4) | Granted on December 14, 2011 pursuant to the the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). One-half of these share options are immediately exercisable. Of the remaining unvested share options one-half will vest annually on each of December 14, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date. |
| (5) | Granted on June 3, 2013 pursuant to the Incentive Plan. 25% of these share options will vest annually on each of June 3, 2014, 2015, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date. |
| (6) | Each performance-based restricted share unit ("PRSUs") represents a contingent right to receive one ordinary share of the Company. The PRSUs will cliff vest around June 2016 only upon achievement of a pre-established cumulative net earnings goal for the applicable three-year period (2014-2016), subject to the grantee's continued employment with the Company through the end of such performance period. |
| (7) | The number of ordinary shares earned with respect to such PRSUs will range from 0-150% of the shares originally subject to the award, depending on actual achievement. |