Capri Holdings Ltd — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 p21-0665sc13ga.htm CAPRI HOLDINGS LTD

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment
No. 2
Capri Holdings Limited
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G1890L107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page
1 of 7 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. G1890L107 13G/A Page 2 of 7 Pages

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1	NAME OF REPORTING PERSON Eminence Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) S
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,528,827
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,528,827
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,528,827
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0%
12	TYPE OF REPORTING PERSON IA

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CUSIP No. G1890L107 13G/A Page 3 of 7 Pages

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1	NAME OF REPORTING PERSON Ricky C. Sandler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) S
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 5,305
	6	SHARED VOTING POWER 1,528,827
	7	SOLE DISPOSITIVE POWER 5,305
	8	SHARED DISPOSITIVE POWER 1,528,827
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,534,132
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. G1890L107 13G/A Page 4 of 7 Pages

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Item 1(a).
The name of the issuer is
Capri Holdings Limited (the "Company").

Item 1(b).
The Company's principal
executive offices are located at 33 Kingsway, London, United Kingdom, WC2B 6UF.

| Item 2. |
| --- |
| This
statement is filed by Eminence Capital, LP, a Delaware limited partnership (“Eminence Capital”) and Ricky C. Sandler,
a U.S. Citizen (“Mr. Sandler,” and together with Eminence Capital, the “Reporting Persons”). |
| Eminence Capital serves as the management company or investment
adviser to, and may be deemed to have shared voting and dispositive power over the Ordinary Shares held by, various
investment funds (the “Eminence Funds”) and separately managed accounts (the “Eminence SMAs,” and together
with the Eminence Funds, the “Eminence Funds and SMAs”) under its management and control. The general partner of Eminence
Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. |
| Mr. Sandler is the Chief Executive Officer of Eminence Capital and
may be deemed to have shared voting and dispositive power with respect to the Ordinary Shares held by the Eminence
Funds and SMAs and sole voting and dispositive power with respect to the shares of Ordinary Shares directly owned by family and
other related accounts over which Mr. Sandler has investment discretion (the "Family Accounts"). |
| The filing of this statement
should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the
beneficial owner of Ordinary Shares reported herein. |

| Item 2(b). |
| --- |
| The address of the principal
business and principal office of Eminence Capital is 399 Park Avenue, 25th Floor, New York,
NY 10022. The business address of Mr. Sandler is 399 Park Avenue, 25th Floor, New York,
NY 10022. |

Item 2(c).
Eminence Capital is a limited partnership organized under the laws
of the State of Delaware. Mr. Sandler is a United States citizen.

Item 2(d).
Ordinary Shares, no par
value (“Ordinary Shares”).

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CUSIP No. G1890L107 13G/A Page 5 of 7 Pages

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Item 2(e).
G1890L107

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	x	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution:

| Item 4. |
| --- |
| See rows (9) and (11) of the cover pages to this Schedule 13G Amendment
for the aggregate number of Ordinary Shares and the percentage of the Ordinary
Shares beneficially owned by the Reporting Persons. The percentages used
in this Schedule 13G Amendment are calculated based upon 150,647,293 Ordinary Shares outstanding as of October 28, 2020, as set
forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020 filed with the Securities
and Exchange Commission on November 5, 2020. |
| See rows (5) through (8) of the cover pages to this Schedule 13G
Amendment for the number of Ordinary Shares as to which each Reporting Person
has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |

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CUSIP No. G1890L107 13G/A Page 6 of 7 Pages

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Item 5.
This statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than 5 percent of the class of securities.

| Item 6. |
| --- |
| No
person other than the Reporting Persons and the Eminence Funds and SMAs is known to have
the right to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, the Ordinary Shares held by the Eminence Funds and SMAs. |

Item 7.
Not Applicable.

Item 8.
Not Applicable.

Item 9.
Not Applicable.

ITEM 10. Certification

Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. G1890L107 13G/A Page 7 of 7 Pages

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 16, 2021

/s/ Ricky C. Sandler
Ricky C. Sandler, individually, and as Chief Executive Officer of
Eminence Capital, LP