Capri Holdings Ltd — Director's Dealing 2023

Mar 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Capri Holdings Ltd (CPRI)
CIK: 0001530721
Period of Report: 2023-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-16	Ordinary shares, no par value	P	28239	$42.00	Acquired	1755784	Direct
2023-03-16	Ordinary shares, no par value	P	165219	$41.71	Acquired	1912003	Direct
2023-03-16	Ordinary shares, no par value	P	46542	$40.80	Acquired	1967545	Direct
2023-03-17	Ordinary shares, no par value	G	1000000	—	Disposed	967545	Direct
2023-03-17	Ordinary shares, no par value	G	1000000	—	Acquired	1000000	Indirect

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 (26419)	26419	Direct
Restricted share units	$0		Ordinary shares, no par value (112194)	112194	Direct
Restricted share units	$0		Ordinary shares, no par value (98617)	98617	Direct
Restricted share units	$0		Ordinary shares, no par value (85539)	85539	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: 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.

F2: The purchase price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $41.00 to $41.99. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares purchased at each separate price.

F3: The purchase price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $40.52 to $40.99. Upon request of the staff of the SEC, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares purchased at each separate price.

F4: Reflects a bona fide gift by Mr. Idol for no consideration to a grantor retained annuity trusts ("GRAT") for the benefit of Mr. Idol's children of which Mr. Idol is the grantor but is not the trustee. As the grantor, Mr. Idol retains a pecuniary interest in the GRAT and may be deemed to beneficially own the ordinary shares held by the GRAT.

F5: 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.

F6: The RSUs do not expire.

F7: Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.

F8: 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.

F9: 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.

F10: 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.

F11: Immediately exercisable.