Sec Form 4 Filing - Edwards Thomas Jr. @ Capri Holdings Ltd - 2020-06-15

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
Edwards Thomas Jr.
2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CFO & COO
(Last) (First) (Middle)
33 KINGSWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2020
(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 06/15/2020 M 4,073 ( 1 ) A $ 0 54,398 D
Ordinary shares, no par value 06/15/2020 F 2,011 ( 2 ) D $ 17.01 52,387 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
Restricted share units $ 0 06/15/2020 M 4,073 ( 3 ) ( 4 ) Ordinary shares, no par value 4,073 ( 5 ) $ 0 8,145 D
Restricted share units $ 0 06/15/2020 A 88,183 ( 6 ) ( 4 ) Ordinary shares, no par value 88,183 ( 5 ) $ 0 88,183 D
Restricted share units $ 0 ( 7 ) ( 4 ) Ordinary shares, no par value 22,150 ( 5 ) 22,150 D
Restricted share units $ 0 ( 8 ) ( 4 ) Ordinary shares, no par value 20,424 ( 5 ) 20,424 D
Employee share option (right to buy) $ 67.52 ( 3 ) 06/15/2025 Ordinary shares, no par value 12,250 12,250 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edwards Thomas Jr.
33 KINGSWAY
LONDON, X0WC2B 6UF
EVP, CFO & COO
Signatures
/s/ Krista A. McDonough, as attorney-in-fact for Thomas J. Edwards, Jr. 06/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Respresents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU.
( 2 )Represents shares withheld by the Company to cover tax withholding obligations upon vesting.
( 3 )Granted on June 15, 2018 pursuant to the Capri Holdings Limited Amended and Restated Incentive Plan (the "Incentive Plan"). These securities vest 25% each year on June 15, 2019, 2020, 2021 and 2022, respectively, subject to grantee's continued employment with the Company through the vesting date.
( 4 )The RSUs do not expire.
( 5 )Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
( 6 )Granted on June 15, 2020 pursuant to the Incentive Plan. These securities 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.
( 7 )Granted on June 17, 2019 pursuant to the Incentive Plan. These securities vest 25% each year on June 17, 2020, 2021, 2022 and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date.
( 8 )Granted on May 1, 2017 pursuant to the Incentive Plan. These securities vest 25% each year on May 1, 2018, 2019, 2020 and 2021, respectively, subject to employee's continued employment with the Company through the vesting date unless employee is retirement eligible.

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