Capri Holdings Ltd — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Michael Kors Holdings Ltd (KORS)
CIK: 0001530721
Period of Report: 2014-06-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Ordinary shares, no par value	A	27792	—	Acquired	4346325	Direct
2014-06-03	Ordinary shares, no par value	F	4720	$94.05	Disposed	4341605	Direct
2014-06-02	Ordinary shares, no par value	A	4764	—	Acquired	26251	Indirect
2014-06-04	Ordinary shares, no par value	S	534	$94.3959	Disposed	25717	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Employee share option (right to buy)	$94.45	A	89316	Acquired	2021-06-02	Ordinary shares, no par value (89316)	Direct
2014-06-02	Employee share option (right to buy)	$94.45	A	5104	Acquired	2021-06-02	Ordinary shares, no par value (5104)	Indirect
2014-06-02	Performance-based restricted share units	$0	A	23822	Acquired		Ordinary shares, no par value (23822)	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)	$62.24	2020-06-03	Ordinary shares, no par value (84219)	84219	Direct
Employee share option (right to buy)	$62.24	2020-06-03	Ordinary shares, no par value (12031)	12031	Indirect
Performance-based restricted share units	$0		Ordinary shares, no par value (28920)	0	Direct
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: Granted on June 2, 2014 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). 25% of these securities vest annually on each of June 2, 2015, 2016, 2017 and 2018, respectively, subject to grantee's continued employment with the Company through the vesting date.

F2: Represents shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares.

F3: Represents shares sold to cover tax withholding obligations upon the vesting of restricted shares.

F4: Each performance-based restricted share unit ("PRSUs") represents a contingent right to receive one ordinary share of the Company. The PRSUs will cliff vest after three years only upon achievement of a pre-established cumulative net earnings goal for the applicable three-year period, subject to the grantee's continued employment with the Company through the end of such performance period.

F5: 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.

F6: Granted on June 3, 2013 pursuant to the Incentive Plan. 25% of these share options are immediately exercisable. The remaining unvested share options will vest 25% each year on June 3, 2015, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date.

F7: Granted on December 14, 2011 pursuant to 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.

F8: Immediately exercisable.

F9: 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. 110,510 share options are immediately exercisable. If the annual performance goal is attained for Fiscal 2015, then the remaining 55,255 unvested share options will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended March 28, 2015 is completed.

F10: Granted on June 3, 2013 pursuant to the Incentive Plan.