Sec Form 4 Filing - Sporn Lee S. @ Michael Kors Holdings Ltd - 2013-06-07

Insider filing report for Changes in Beneficial Ownership
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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)
C/O MICHAEL KORS LTD, UNIT 1902, 19/F, TOWER 6, THE GATEWAY, HARBOUR CITY
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2013
(Street)
TSIM SHA TSI, KOWLOON, K3
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 06/07/2013 M 76,000 A $ 5 99,331 D
Ordinary shares, no par value 06/07/2013 S 76,000 D $ 62.376 ( 1 ) 23,331 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 06/07/2013 M 76,000 ( 2 ) 03/25/2021 Ordinary shares, no par value 76,000 $ 0 152,000 ( 2 ) D
Employee share option (right to buy) $ 20 ( 3 ) 12/14/2018 Ordinary shares, no par value 41,182 41,182 D
Employee share option (right to buy) $ 62.24 ( 4 ) 06/03/2020 Ordinary shares, no par value 14,036 14,036 D
Performance-based restricted share units ( 5 ) ( 5 ) ( 5 ) Ordinary shares, no par value 4,820 0 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sporn Lee S.
C/O MICHAEL KORS LTD, UNIT 1902, 19/F
TOWER 6, THE GATEWAY, HARBOUR CITY
TSIM SHA TSI, KOWLOON, K3
SVP Bus Affairs, GC & Sec
Signatures
/s/ Krista A. McDonough, as Attorney-in-Fact for Lee S. Sporn 06/11/2013
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 $62.037 to $62.86. 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. 76,000 share options are currently vested and exercisable. If the annual performance goal is attained for Fiscal 2014 and/or Fiscal 2015, then an additional 76,000 share options will vest annually on or about the date the audit of the financial statements of the Company for the fiscal years ended March 29, 2014 and March 28, 2015, respectively, is completed.
( 3 )Granted on December 14, 2011 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). One-third of these share options will vest annually on each of December 14, 2013, 2014 and 2015, respectively, subject to the reporting person's continued employment with the Company through the vesting date.
( 4 )Granted on June 3, 2013 pursuant to the Incentive Plan. 25% of these share options will vest annually on each of June 3, 2014, 2015, 2016 and 2017, respectively, subject to the reporting person's continued employment with the Company through the vesting date.
( 5 )Each performance-based restricted share unit ("PRSUs") represents a contingent right to receive one ordinary share of the Company. The PRSUs will cliff vest around June 2016 only upon achievement of a pre-established cumulative net earnings goal for the applicable three-year period (2014-2016), subject to the reporting person's continued employment with the Company through the end of such performance period.
( 6 )The number of ordinary shares earned with respect to such PRSUs will range from 0-150% of the shares originally subject to the award, depending on actual achievement.

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