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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Edwards Thomas Jr. |
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2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [CPRI]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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EVP, CFO & COO
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33 KINGSWAY |
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2021 |
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LONDON, X0 WC2B 6UF |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary shares, no par value | 05/01/2021 |
| M |
| 20,424 (1) | A |
$
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| 75,615 | D |
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| Ordinary shares, no par value | 05/01/2021 |
| F |
| 8,086 (2) | D |
$57.41 | 67,529 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Restricted share units |
$
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| 05/01/2021 |
| M |
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| 20,424 |
(3) |
(4) | Ordinary shares, no par value | 20,424 (5) |
$
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0
| D |
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| Restricted share units |
$
0
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(6) |
(4) | Ordinary shares, no par value | 16,612 (5) |
| 16,612 | D |
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| Restricted share units |
$
0
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(7) |
(4) | Ordinary shares, no par value | 8,145 (5) |
| 8,145 | D |
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| Restricted share units |
$
0
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(8) |
(4) | Ordinary shares, no par value | 88,183 (5) |
| 88,183 | D |
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| Employee share option (right to buy) |
$67.52 |
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(7) | 06/15/2025 | Ordinary shares, no par value | 12,250 |
| 12,250 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Edwards Thomas Jr.
33 KINGSWAY
LONDON, X0 WC2B 6UF |
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EVP, CFO & COO |
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Signatures
| /s/ Krista A. McDonough, as attorney-in-fact for Thomas J. Edwards, Jr. | |
05/04/2021 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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 May 1, 2017 pursuant to the Capri Holdings Limited Second Amended and Restated Incentive Plan (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. |
| (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 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. |
| (7) | Granted on June 15, 2018 pursuant to 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. |
| (8) | 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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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