Chairman & CEO Idol John D converted options into 108,231 units of Ordinary shares and covered exercise/tax liability with 52,710 units of Ordinary shares, increasing direct ownership by 3% to 2,202,645 units (SEC Form 4)
$CPRI
Apparel
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||
| 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 ownership 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. |
| /s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol | 06/18/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||