Sec Form 4 Filing - Hendricks Jenna @ Capri Holdings Ltd - 2023-12-18

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 Hendricks Jenna 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) SVP, Chief People Officer (Last) (First) (Middle) C/O CAPRI HOLDINGS LIMITED, 90 WHITFIELD STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2023 (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 12/18/2023 M( 1 ) 20,333 A $ 0 63,725 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 12/18/2023 M 9,119 ( 2 ) 06/15/2024 ( 3 ) Ordinary shares, no par value 9,119 ( 4 ) $ 0 0 D Restricted share units $ 0 12/18/2023 M 5,273 ( 2 ) ( 5 ) ( 3 ) Ordinary shares, no par value 5,273 ( 4 ) $ 0 5,273 D Restricted share units $ 0 12/18/2023 M 5,941 ( 2 ) ( 6 ) ( 3 ) Ordinary shares, no par value 5,941 ( 4 ) $ 0 17,823 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hendricks Jenna C/O CAPRI HOLDINGS LIMITED 90 WHITFIELD STREET, 2ND FLOOR LONDON, X0W1T 4EZ SVP, Chief People Officer Signatures /s/ Krista A. McDonough, as Attorney-In-Fact for Jenna Hendricks 12/20/2023 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 )Reflects the accelerated vesting of time-based RSU awards that were otherwise scheduled to vest in 2024 for the purpose of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, that would be imposed on amounts payable to the Reporting Person in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 10, 2023, by and among Tapestry, Inc., Sunrise Merger Sub, Inc., and the Company. ( 3 )The RSUs do not expire. ( 4 )Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU. ( 5 )Granted on June 15, 2022 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 will 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. ( 6 )Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 25% each year on June 15, 2024, 2025, 2026, and 2027, 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.

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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