Capri Holdings Ltd — Director's Dealing 2016

Jun 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Michael Kors Holdings Ltd (KORS)
CIK: 0001530721
Period of Report: 2016-06-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Ordinary shares, no par value	M	43380	—	Acquired	4365842	Direct
2016-06-01	Ordinary shares, no par value	F	20533	$45.55	Disposed	4345309	Direct
2016-06-02	Ordinary shares, no par value	F	3888	$47.51	Disposed	4341421	Direct
2016-06-02	Ordinary shares, no par value	F	529	$47.51	Disposed	25188	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-01	Performance-based restricted share units	$0	M	28920	Disposed		Ordinary shares, no par value (43380)	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)	$47.10	2022-06-15	Ordinary shares, no par value (107604)	107604	Direct
Restricted share unit	$0		Ordinary shares, no par value (63694)	63694	Direct
Restricted share unit	$0		Ordinary shares, no par value (12739)	12739	Indirect
Employee share option (right to buy)	$94.45	2021-06-02	Ordinary shares, no par value (89316)	89316	Direct
Employee share option (right to buy)	$94.45	2021-06-02	Ordinary shares, no par value (5104)	5104	Indirect
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	2018-12-14	Ordinary shares, no par value (387597)	387597	Direct
Employee share option (right to buy)	$20	2018-12-14	Ordinary shares, no par value (38760)	38760	Indirect
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

Footnotes

F1: Represents performance-based restricted share units ("PSRUs") granted to the reporting person on June 3, 2013. The PSRUs vested on June 1, 2016 upon achievement of a pre-established cumulative net earnings goal for the applicable period resulting in the reporting person earning 150% of the shares originally subject to the award.

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

F3: Represents shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares.

F4: Granted on June 15, 2015 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). These securities will vest 25% each year on June 15, 2016, 2017, 2018, and 2019, respectively, subject to grantee's continued employment with the Company through the vesting date.

F5: The RSUs do not expire.

F6: Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.

F7: Granted on June 2, 2014 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 2, 2016, 2017 and 2018, 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. 129,178 share options are immediately exercisable. If the annual performance goal is attained for Fiscal 2016, then the remaining 36,587 unvested share options will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended April 2, 2016 is completed.

F10: Granted on June 3, 2013 pursuant to the Incentive Plan. 50% of these share options are immediately exercisable. The remaining unvested share options will vest 25% each year on June 3, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date.