Sec Form 4 Filing - IDOL JOHN D @ Capri Holdings Ltd - 2022-12-09

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
IDOL JOHN D
2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
90 WHITFIELD STREET, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2022
(Street)
LONDON, X0W1T 4EZ
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 12/09/2022 G( 1 ) V 1,456,617( 1 ) D $ 0 0( 1 ) I Held by John D. Idol 2020 GRAT
Ordinary shares, no par value 12/09/2022 G( 1 ) V 619,797 A $ 0 1,727,545( 2 ) D
Ordinary shares, no par value 149,700 I Held by John D. Idol 2013 GRAT #1
Ordinary shares, no par value 149,700 I Held by John D. Idol 2013 GRAT #2
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 ( 3 ) ( 4 ) Ordinary shares, no par value 27,687( 5 ) 27,687 D
Restricted share units $ 0 ( 6 ) ( 4 ) Ordinary shares, no par value 117,578( 5 ) 117,578 D
Restricted share units $ 0 ( 7 ) ( 4 ) Ordinary shares, no par value 103,350( 5 ) 103,350 D
Restricted share units $ 0 ( 8 ) ( 4 ) Ordinary shares, no par value 89,644( 5 ) 89,644 D
Employee share option (right to buy) $ 67.52 ( 9 ) 06/15/2025 Ordinary shares, no par value 61,249 61,249 D
Employee share option (right to buy) $ 49.88 ( 9 ) 06/15/2023 Ordinary shares, no par value 14,503 14,503 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IDOL JOHN D
90 WHITFIELD STREET
2ND FLOOR
LONDON, X0W1T 4EZ
X Chairman & CEO
Signatures
/s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol 12/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )619,797 shares were transferred, from a grantor retained annuity trust ("GRAT") in which the reporting person had an indirect pecuniary interest, to the reporting person as an annuity payment in accordance with the terms of the GRAT. The remaining 836,820 shares were transferred to trusts for the benefit of the reporting person's adult children, as beneficiaries of the GRAT, in accordance the provisions of the GRAT which provided for such distribution upon expiration of the GRAT's term.
( 2 )This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares.
( 3 )Granted on June 17, 2019 pursuant to the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2020, 2021, 2022, and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
( 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. The securities underlying the total number of RSUs originally granted 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 unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
( 7 )Granted on June 15, 2021 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2022, 2023, and 2024, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
( 8 )Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2023, 2024, and 2025, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
( 9 )Immediately exercisable.

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