Capri Holdings Ltd — Director's Dealing 2023

Dec 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Capri Holdings Ltd (CPRI)
CIK: 0001530721
Period of Report: 2023-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-18	Ordinary shares, no par value	M	5288	—	Acquired	1098356	Direct
2023-12-18	Ordinary shares, no par value	F	5288	$49.28	Disposed	1093077	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-18	Restricted share units	$0	M	5288	Disposed		Ordinary shares, no par value (5288)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary shares, no par value	1000000	Indirect
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 (49308)	49308	Direct
Restricted share units	$0		Ordinary shares, no par value (57026)	57026	Direct
Employee share option (right to buy)	$67.52	2025-06-15	Ordinary shares, no par value (61249)	61249	Direct

Footnotes

F1: Represents the conversion of restricted share units ("RSUs") into ordinary shares, no par value, on a one-for-one basis to satisfy FICA and other tax withholding obligations due to the reporting person being retirement eligible within the meaning of the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan").

F2: Represents shares withheld by the Company to cover FICA and other tax withholding obligations of the reporting person due to the reporting person being retirement eligible within the meaning of the Incentive Plan.

F3: 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.

F4: Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2024, 2025, 2026 and 2027, 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.

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 15, 2021 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 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.