Capri Holdings Ltd — Director's Dealing 2013

Jun 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Michael Kors Holdings Ltd (KORS)
CIK: 0001530721
Period of Report: 2013-06-03

Reporting Person: Kors Michael David (Director, Hon Chair & Chief Creative Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	Ordinary shares, no par value	A	33740	—	Acquired	4360533	Direct
2013-06-03	Ordinary shares, no par value	A	4820	—	Acquired	21487	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-03	Employee share option (right to buy)	$62.24	A	84219	Acquired	2020-06-03	Ordinary shares, no par value (84219)	Direct
2013-06-03	Employee share option (right to buy)	$62.24	A	12031	Acquired	2020-06-03	Ordinary shares, no par value (12031)	Indirect
2013-06-03	Performance-based restricted share units	$	A	28920	Acquired		Ordinary shares, no par value (28920)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary shares, no par value	95000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee share option (right to buy)	$20.00	2018-12-14	Ordinary shares, no par value (387597)	387597	Direct
Employee share option (right to buy)	$2.6316	2018-04-16	Ordinary shares, no par value (246590)	246590	Indirect
Employee share option (right to buy)	$2.6316	2020-10-25	Ordinary shares, no par value (165765)	165765	Indirect
Employee share option (right to buy)	$20.00	2018-12-14	Ordinary share, no par value (38760)	38760	Indirect

Footnotes

F1: Represents securities granted pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). 25% of these securities 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.

F2: 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.

F3: 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.

F4: Granted on December 14, 2011 pursuant to the Incentive Plan. 96,900 share options are immediately exercisable. One-third of the remaining unvested share options will vest annually on each of December 14, 2013, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date.

F5: Immediately exercisable.

F6: Granted on October 25, 2010 pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock 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 an additional one-third of the unvested share options will vest on or about the date the audit of the financial statements of the Company for Fiscal 2014 and 2015, respectively, is completed.

F7: Represents restricted shares granted pursuant to the Incentive Plan. 25% of these share options are currently vested and exercisable. The remaining share options will vest one-third annually on each of December 14, 2013, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date.