SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

IDOL JOHN D

(Last)

(First)

(Middle)

C/O MICHAEL KORS LTD, UNIT 1902, 19/F

TOWER 6, THE GATEWAY, HARBOUR CITY

(Street)

TSIM SHA TSI, KOWLOON

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Michael Kors Holdings Ltd [ KORS ]

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

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary shares, no par value	04/18/2013		G	V	1,500,000⁽¹⁾	D	$0	343,243	D
Ordinary shares, no par value	04/18/2013		G	V	750,000	A	$0	750,000⁽¹⁾	I	By John D. Idol 2013 GRAT #1
Ordinary shares, no par value	04/18/2013		G	V	750,000	A	$0	750,000⁽¹⁾	I	By John D. Idol 2013 GRAT #2
Ordinary shares, no par value								125,000⁽²⁾	D
Ordinary shares, no par value								95,000	I	Held by the Idol Family Foundation

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee share option (right to buy)	$2.6316							⁽³⁾	02/18/2020	Ordinary shares, no par value	491,426		491,426	D
Employee share option (right to buy)	$5							⁽⁴⁾	03/25/2021	Ordinary shares, no par value	456,000		456,000	D
Employee share option (right to buy)	$20							⁽⁵⁾	12/14/2018	Ordinary shares, no par value	387,597		387,597	D

Explanation of Responses:

1. Reflects a bona fide gift by Mr. Idol for no consideration to certain grantor retained annuity trusts ("GRATS") for the benefit of Mr. Idol's children of which Mr. Idol is the grantor but is not the trustee. As the grantor, Mr. Idol retains a pecuniary interest in the GRATS and may be deemed to beneficially own the ordinary shares held by the GRATS.

2. Represents restricted shares granted pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan). 1/3 of these restricted shares will vest annually on each of December 14, 2013, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date.

3. Granted on February 18, 2010 pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan (the "Option Plan"). These share options vest in full 10-years from the date of grant if the Company's shareholder net equity has increased by at least 20% per annum during such 10-year period. These share options may also vest on an accelerated basis if the pre-established annual performance goal (tied to annual divisional pre-tax profit) for the year has been met, in each case, subject to the grantee's continued employment with the Company through the vesting date. As a result, if the annual performance goal is attained for Fiscal 2013 and/or Fiscal 2014, then 50% of these share options will vest on or about the date the audit of the financial statements of the Company for the fiscal years ended March 30, 2013 and March 29, 2014, respectively, is completed.

4. Granted on March 25, 2011 pursuant to the Option Plan. These share options vest in full 10-years from the date of grant if the Company's shareholder net equity has increased by at least 20% per annum during such 10-year period. These share options may also vest on an accelerated basis if the pre-established annual performance goal (tied to annual divisional pre-tax profit) for the year has been met, in each case, subject to the grantee's continued employment with the Company through the vesting date. As a result, if the annual performance goal is attained for Fiscal 2013, Fiscal 2014 and/or Fiscal 2015, then 1/3 of these share options will vest on or about the date the audit of the financial statements of the Company for the fiscal years ended March 30, 2013, March 29, 2014, and March 28, 2015, respectively, is completed.

5. Granted on December 14, 2011 pursuant to the Incentive Plan. 96,900 share options are immediately exercisable. 1/3 of the remaining unvested share options will vest annually on each of December 14, 2013, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date.

	/s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol	04/19/2013
	** 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).
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