Sec Form 4 Filing - IDOL JOHN D @ Capri Holdings Ltd - 2025-06-16

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)
06/16/2025
(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 06/16/2025 M( 1 ) 27,535 A $ 0 2,174,659 ( 3 ) ( 4 ) D
Ordinary shares, no par value 06/16/2025 F( 2 ) 13,410 D $ 17.4 2,161,249 ( 3 ) ( 4 ) D
Ordinary shares, no par value 06/16/2025 M( 1 ) 28,513 A $ 0 2,189,762 ( 3 ) ( 4 ) D
Ordinary shares, no par value 06/16/2025 F( 2 ) 13,886 D $ 17.4 2,175,876 ( 3 ) ( 4 ) D
Ordinary shares, no par value 06/17/2025 M( 1 ) 52,183 A $ 0 2,228,059 ( 3 ) ( 4 ) D
Ordinary shares, no par value 06/17/2025 F( 2 ) 25,414 D $ 16.83 2,202,645 ( 3 ) ( 4 ) D
Ordinary shares, no par value 149,700 ( 5 ) I Held by John D. Idol 2013 GRAT #1
Ordinary shares, no par value 149,700 ( 5 ) 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 06/16/2025 M( 1 ) 27,535 ( 6 ) ( 7 ) Ordinary shares, no par value 27,535 ( 8 ) $ 0 55,068 D
Restricted share units $ 0 06/16/2025 M( 1 ) 28,513 ( 9 ) ( 7 ) Ordinary shares, no par value 28,513 ( 8 ) $ 0 0 D
Restricted share units $ 0 06/16/2025 A 287,356 ( 10 ) ( 7 ) Ordinary shares, no par value 287,356 ( 8 ) $ 0 287,356 D
Restricted share units $ 0 06/17/2025 M( 1 ) 52,183 ( 11 ) ( 7 ) Ordinary shares, no par value 52,183 ( 8 ) $ 0 156,546 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 06/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 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 withholdng obligations upon vesting.
( 3 )This amount includes the change from indirect to direct ownership by the reporting person with respect to 1,000,000 shares transferred from a Grantor Retained Annuity Trust (GRAT) to the reporting person on June 13, 2025 pursuant to the terms of the GRAT agreement entered into on March 13, 2023. This transfer is exempt from Section 16 pursuant to Rule 16a-13.
( 4 )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.
( 5 )Represents shares held by GRAT that is no longer active. The reporting person no longer holds a pecuniary interest in these shares and disclaims beneficial ownershi p of such shares.
( 6 )Granted on June 15, 2023 pursuant to the Capri Holdings Limited Omnibus Incentive Plan (as amended and restated, the "Incentive Plan"). The securities underlying the total number of RSUs originally granted 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.
( 7 )The RSUs do not expire.
( 8 )Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
( 9 )Immediately exercisable.
( 10 )Granted on June 16, 2025 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 16, 2026, 2027 and 2028, 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.
( 11 )Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 17, 2025, 2026, 2027 and 2028, 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.

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