Sec Form 4 Filing - Sporn Lee S. @ Michael Kors Holdings Ltd - 2014-12-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sporn Lee S. 2. Issuer Name and Ticker or Trading Symbol Michael Kors Holdings Ltd [ KORS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Bus Affairs, GC & Sec (Last) (First) (Middle) 33 KINGSWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2014 (Street) LONDON, X0WC2B 6UF 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary shares, no par value 12/05/2014 M 76,000 A $ 5 96,403 D Ordinary shares, no par value 12/05/2014 S 76,000 D $ 76.631 ( 1 ) 20,403 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee share option (right to buy) $ 5 12/05/2014 M 76,000 ( 2 ) 03/25/2021 Ordinary shares, no par value 76,000 $ 0 76,000 D Employee share option (right to buy) $ 94.45 ( 3 ) 06/02/2021 Ordinary shares, no par value 11,909 11,909 D Employee share option (right to buy) $ 20 ( 4 ) 12/14/2018 Ordinary shares, no par value 27,454 27,454 D Employee share option (right to buy) $ 62.24 ( 5 ) 06/03/2020 Ordinary shares, no par value 14,036 14,036 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sporn Lee S. 33 KINGSWAY LONDON, X0WC2B 6UF SVP Bus Affairs, GC & Sec Signatures /s/ Krista A. McDonough, as Attorney-in-Fact for Lee S. Sporn 12/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $76.47 to $76.94. Upon request of the SEC staff, the Company or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price. ( 2 )Granted on March 25, 2011 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 reporting person's continued employment with the Company through the vesting date. If the annual performance goal is attained for Fiscal 2015, then the 76,000 unvested share options will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended March 28, 2015 is completed. ( 3 )Granted on June 2, 2014 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). 25% of these securities vest annually on each of June 2, 2015, 2016, 2017 and 2018, respectively, subject to grantee's continued employment with the Company through the vesting date. ( 4 )Granted on December 14, 2011 pursuant to the Incentive Plan. 13,728 share options are fully vested and exercisable. Of the remaining unvested share options one-half will vest annually on each of December 14, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date. ( 5 )Granted on June 3, 2013 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 3, 2015, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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