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^*

Sporn Lee S.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Bus Affairs, GC & Sec

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2014

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	06/02/2014		A		3,706⁽¹⁾	A	$0	21,134	D
Ordinary shares, no par value	06/03/2014		F		731⁽²⁾	D	$94.05	20,403	D

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)	$94.45	06/02/2014		A		11,909		⁽¹⁾	06/02/2021	Ordinary shares, no par value	11,909	$0	11,909	D
Performance-based restricted share units	$0	06/02/2014		A		3,176		⁽³⁾	⁽³⁾	Ordinary shares, no par value	3,176	$0	0⁽⁴⁾	D
Employee share option (right to buy)	$5							⁽⁵⁾	03/25/2021	Ordinary shares, no par value	152,000		152,000	D
Employee share option (right to buy)	$20							⁽⁶⁾	12/14/2018	Ordinary shares, no par value	27,454		27,454	D
Employee share option (right to buy)	$62.24							⁽⁷⁾	06/03/2020	Ordinary shares, no par value	14,036		14,036	D
Performance-based restricted share units	$0							⁽⁸⁾⁽³⁾	⁽³⁾	Ordinary shares, no par value	4,820		0⁽⁴⁾	D

Explanation of Responses:

1. Granted on June 2, 2014 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). 25% of these securities vest annually on each of June 2, 2015, 2016, 2017 and 2018, respectively, subject to grantee's continued employment with the Company through the vesting date.

2. Represents shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares.

3. Each performance-based restricted share unit ("PRSUs") represents a contingent right to receive one ordinary share of the Company. The PRSUs will cliff vest after three years only upon achievement of a pre-established cumulative net earnings goal for the applicable three-year period, subject to the grantee's continued employment with the Company through the end of such performance period.

4. The number of ordinary shares earned with respect to such PRSUs will range from 0-150% of the shares originally subject to the award, depending on actual achievement.

5. Granted on March 25, 2011 pursuant to the Amended and Restated Michael Kors (USA), Inc. Stock 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 reporting person's continued employment with the Company through the vesting date. 76,000 share options are immediately exercisable. If the annual performance goal is attained for Fiscal 2015, then the remaining 76,000 unvested share options will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended March 28, 2015 is completed.

6. Granted on December 14, 2011 pursuant to the Incentive Plan. 13,728 share options are fully vested and exercisable. Of the remaining unvested share options one-half will vest annually on each of December 14, 2014 and 2015, respectively, subject to grantee's continued employment with the Company through the vesting date.

7. Granted on June 3, 2013 pursuant to the Incentive Plan. 25% of these share options are immediately exercisable. The remaining unvested share options will vest 25% each year on June 3, 2015, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date.

8. Granted on June 3, 2013 pursuant to the Incentive Plan.

	/s/ Krista A. McDonough, as Attorney-in-Fact for Lee S. Sporn	06/04/2014
	** Signature of Reporting Person	Date
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