0001209191-17-045054.txt : 20170713 0001209191-17-045054.hdr.sgml : 20170713 20170713170851 ACCESSION NUMBER: 0001209191-17-045054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170711 FILED AS OF DATE: 20170713 DATE AS OF CHANGE: 20170713 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kate Spade & Co CENTRAL INDEX KEY: 0000352363 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 132842791 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2123544900 MAIL ADDRESS: STREET 1: 5901 WEST SIDE AVE. CITY: NORTH BERGEN STATE: NJ ZIP: 07047 FORMER COMPANY: FORMER CONFORMED NAME: Fifth & Pacific Companies, Inc. DATE OF NAME CHANGE: 20120514 FORMER COMPANY: FORMER CONFORMED NAME: CLAIBORNE LIZ INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERNANDEZ RAUL J CENTRAL INDEX KEY: 0001106627 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10689 FILM NUMBER: 17964050 MAIL ADDRESS: STREET 1: 11600 SUNRISE VALLEY DR CITY: RESTON STATE: VA ZIP: 20191 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-11 1 0000352363 Kate Spade & Co KATE 0001106627 FERNANDEZ RAUL J C/O KATE SPADE & COMPANY 2 PARK AVENUE NEW YORK NY 10016 1 0 0 0 Common stock, par value $1 per share 2017-07-11 4 U 0 78008 0.00 D 0 D Common stock, par value $1 per share 2017-07-11 4 D 0 2163 D 0 D Phantom Stock 2017-07-11 4 I 0 1544 D Common stock, par value $1 per share 1544 0 D Pursuant to the Agreement and Plan of Merger dated as of May 7, 2017 (the "Merger Agreement") by and among Coach, Inc. ("Parent"), Chelsea Merger Sub Inc. ("Purchaser"), and Kate Spade & Company (the "Company"), on July 11, 2017, Purchaser merged with and into the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of the Company (each, a "Share") was disposed of pursuant to a tender offer commenced by the Purchaser on May 26, 2017 to acquire any and all of the Company's Shares for $18.50 per Share, net to the Reporting Person in cash, without interest thereon and less any applicable withholding taxes. Represents Shares that were granted as part of director annual retainer compensation and deferred pursuant to the Company's Outside Directors' Deferral Plan (the "Director Deferral Plan"), pursuant to which the Reporting Person elected to defer the receipt of such Shares (each, a "phantom share"). Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election. These phantom shares represent an equivalent amount of cash compensation (e.g., cash retention and meeting fees) that was deferred under the Director Deferral Plan pursuant to an election made by the Reporting Person. Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election. Timothy F. Michno, as Attorney-In-Fact 2017-07-13