Capri Holdings Ltd — Director's Dealing 2022

Dec 13, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Capri Holdings Ltd (CPRI)
CIK: 0001530721
Period of Report: 2022-12-09

Reporting Person: IDOL JOHN D (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-09	Ordinary shares, no par value	G	1456617	—	Disposed	0	Indirect
2022-12-09	Ordinary shares, no par value	G	619797	—	Acquired	1727545	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary shares, no par value	149700	Indirect
Ordinary shares, no par value	149700	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted share units	$0		Ordinary shares, no par value (27687)	27687	Direct
Restricted share units	$0		Ordinary shares, no par value (117578)	117578	Direct
Restricted share units	$0		Ordinary shares, no par value (103350)	103350	Direct
Restricted share units	$0		Ordinary shares, no par value (89644)	89644	Direct
Employee share option (right to buy)	$67.52	2025-06-15	Ordinary shares, no par value (61249)	61249	Direct
Employee share option (right to buy)	$49.88	2023-06-15	Ordinary shares, no par value (14503)	14503	Direct

Footnotes

F1: 619,797 shares were transferred, from a grantor retained annuity trust ("GRAT") in which the reporting person had an indirect pecuniary interest, to the reporting person as an annuity payment in accordance with the terms of the GRAT. The remaining 836,820 shares were transferred to trusts for the benefit of the reporting person's adult children, as beneficiaries of the GRAT, in accordance the provisions of the GRAT which provided for such distribution upon expiration of the GRAT's term.

F2: This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares.

F3: Granted on June 17, 2019 pursuant to the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2020, 2021, 2022, and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

F4: The RSUs do not expire.

F5: Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.

F6: Granted on June 15, 2020 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2021, 2022, and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

F7: Granted on June 15, 2021 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2022, 2023, and 2024, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

F8: Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2023, 2024, and 2025, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

F9: Immediately exercisable.