Sec Form 4 Filing - Kors Michael David @ Michael Kors Holdings Ltd - 2014-06-02

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 Kors Michael David 2. Issuer Name and Ticker or Trading Symbol Michael Kors Holdings Ltd [ KORS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Hon Chair & Chief Creative Off (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) 06/02/2014 (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 06/02/2014 A 27,792 ( 1 ) A $ 0 4,346,325 D Ordinary shares, no par value 06/03/2014 F 4,720 ( 2 ) D $ 94.05 4,341,605 D Ordinary shares, no par value 06/02/2014 A 4,764 ( 1 ) A $ 0 26,251 I Held by spouse Ordinary shares, no par value 06/04/2014 S 534 ( 3 ) D $ 94.3959 25,717 I Held by spouse Ordinary shares, no par value 95,000 I Held by the Kors LePere Foundation

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) $ 94.45 06/02/2014 A 89,316 ( 1 ) 06/02/2021 Ordinary shares, no par value 89,316 $ 0 89,316 D Employee share option (right to buy) $ 94.45 06/02/2014 A 5,104 ( 1 ) 06/02/2021 Ordinary shares, no par value 5,104 $ 0 5,104 I Held by spouse Performance-based restricted share units $ 0 06/02/2014 A 23,822 ( 4 ) ( 4 ) Ordinary shares, no par value 23,822 $ 0 0 ( 5 ) D Employee share option (right to buy) $ 62.24 ( 6 ) 06/03/2020 Ordinary shares, no par value 84,219 84,219 D Employee share option (right to buy) $ 62.24 ( 6 ) 06/03/2020 Ordinary shares, no par value 12,031 12,031 I Held by spouse Performance-based restricted share units $ 0 ( 10 )( 4 ) ( 4 ) Ordinary shares, no par value 28,920 0 ( 5 ) D Employee share option (right to buy) $ 20 ( 7 ) 12/14/2018 Ordinary shares, no par value 387,597 387,597 D Employee share option (right to buy) $ 2.6316 ( 8 ) 04/16/2018 Ordinary shares, no par value 246,590 246,590 I Held by spouse Employee share option (right to buy) $ 2.6316 ( 9 ) 10/25/2020 Ordinary shares, no par value 165,765 165,765 I Held by spouse Employee share option (right to buy) $ 20 ( 7 ) 12/14/2018 Ordinary share, no par value 38,760 38,760 I Held by spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kors Michael David C/O MICHAEL KORS LTD, UNIT 1902, 19/F TOWER 6, THE GATEWAY, HARBOUR CITY TSIM SHA TSI, KOWLOON, K3 X Hon Chair & Chief Creative Off Signatures /s/ Krista A. McDonough, as Attorney-in-Fact for Michael Kors 06/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares. ( 3 )Represents shares sold to cover tax withholding obligations upon the vesting of restricted shares. ( 4 )Each performance-based restricted share unit ("PRSUs") represents a contingent right to receive one ordinary share of the Company. The PRSUs will cliff vest after three years only upon achievement of a pre-established cumulative net earnings goal for the applicable three-year period, subject to the grantee's continued employment with the Company through the end of such performance period. ( 5 )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. ( 6 )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. ( 7 )Granted on December 14, 2011 pursuant to the Incentive Plan. One-half of these share options are immediately 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. ( 8 )Immediately exercisable. ( 9 )Granted on October 25, 2010 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 grantee's continued employment with the Company through the vesting date. 110,510 share options are immediately exercisable. If the annual performance goal is attained for Fiscal 2015, then the remaining 55,255 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. ( 10 )Granted on June 3, 2013 pursuant to the Incentive Plan.

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