Capri Holdings Ltd — Director's Dealing 2014

Feb 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Sporn Lee S. (SVP Bus Affairs, GC & Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-06	Ordinary shares, no par value	M	13728	$20.00	Acquired	33992	Direct
2014-02-06	Ordinary shares, no par value	S	16564	$92.2395	Disposed	17428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-06	Employee share option (right to buy)	$20.00	M	13728	Disposed	2018-12-14	Ordinary shares, no par value (13728)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee share option (right to buy)	$5.00	2021-03-25	Ordinary shares, no par value (152000)	152000	Direct
Employee share option (right to buy)	$62.24	2020-06-03	Ordinary shares, no par value (14036)	14036	Direct
Performance-based restricted share units	$0		Ordinary shares, no par value (4820)	0	Direct

Footnotes

F1: The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $92.06 to $92.45. Upon request of the SEC staff, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

F2: Granted on December 14, 2011 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). 13,728 share options are fully vested and 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.

F3: Granted on March 25, 2011 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 reporting person's continued employment with the Company through the vesting date. If the annual performance goal is attained for Fiscal 2014 and/or Fiscal 2015, then one-half of these share options will vest annually 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.

F4: 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.

F5: 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 reporting person's continued employment with the Company through the end of such performance period.

F6: 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.