Sec Form 4 Filing - Lloyd Deborah J @ Kate Spade & Co - 2016-03-01

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 Lloyd Deborah J 2. Issuer Name and Ticker or Trading Symbol Kate Spade & Co [ KATE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Creative Officer (Last) (First) (Middle) C/O KATE SPADE & COMPANY, 2 PARK AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2016 (Street) NEW YORK, NY10016 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

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 Market Share Units ( 1 ) ( 1 ) 03/01/2016 A 21,027 ( 1 ) ( 1 ) ( 1 ) Common stock, par value $1 per share 21,027 ( 1 ) $ 0 21,027 ( 1 ) D Performance Share Units ( 2 ) ( 2 ) 03/01/2016 A 63,082 ( 2 ) ( 2 ) ( 2 ) Common stock, par value $1 per share 63,082 ( 2 ) $ 0 63,082 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lloyd Deborah J C/O KATE SPADE & COMPANY 2 PARK AVE NEW YORK, NY10016 X Chief Creative Officer Signatures Timothy Michno, as Attorney-In-Fact 03/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Market Share Unit ("MSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported represents the target number awarded on March 2, 2015. This 2015 MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest is contingent on the market price levels that the Issuer's common stock achieves during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded. 50% of this 2015 MSU award will vest, if at all, after each of the following performance periods ending on:March 2, 2017 and March 2, 2018. ( 2 )Each Performance Share Unit ("PSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of PSUs reported equals the target number awarded on March 2, 2015. This 2015 PSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest, if any, is contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2015 through 2017, adjusted to reflect the Issuer's total shareholder return ("TSR") performance relative to that of all companies in the S&P MidCap 400, with potential to earn a number of shares of common stock between 0% and 250% of the target number of PSUs awarded. This 2015 PSU award will cliff vest, if at all, after the performance period ending December 30, 2017.

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).

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