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*
Kors Michael David

(Last) (First) (Middle)
33 KINGSWAY

(Street)
LONDON X0 WC2B 6UF

(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)
Hon Chair & Chief Creative Off
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2015
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)
Code V Amount (A) or (D) Price
Ordinary shares, no par value 12/11/2015 G(1) V 5,950 D $0 4,322,462 D
Ordinary shares, no par value 12/14/2015 F 1,848(2) D $40.15 22,805 I Held by spouse
Ordinary shares, no par value 95,000 I Held by the Kors LePere 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee share option (right to buy) $47.1 (3) 06/15/2022 Ordinary shares, no par value 107,604 107,604 D
Restricted share unit $0 (3) (4) Ordinary shares, no par value 63,694(5) 63,694 D
Restricted share unit $0 (3) (4) Ordinary shares, no par value 12,739(5) 12,739 I Held by spouse
Employee share option (right to buy) $94.45 (6) 06/02/2021 Ordinary shares, no par value 89,316 89,316 D
Employee share option (right to buy) $94.45 (6) 06/02/2021 Ordinary shares, no par value 5,104 5,104 I Held by spouse
Employee share option (right to buy) $2.6316 (7) 04/16/2018 Ordinary shares, no par value 246,590 246,590 I Held by spouse
Employee share option (right to buy) $2.6316 (8) 10/25/2020 Ordinary shares, no par value 165,765 165,765 I Held by spouse
Employee share option (right to buy) $20 (7) 12/14/2018 Ordinary shares, no par value 387,597 387,597 D
Employee share option (right to buy) $20 (7) 12/14/2018 Ordinary share, no par value 38,760 38,760 I Held by spouse
Employee share option (right to buy) $62.24 (9) 06/03/2020 Ordinary shares, no par value 84,219 84,219 D
Employee share option (right to buy) $62.24 (9) 06/03/2020 Ordinary shares, no par value 12,031 12,031 I Held by spouse
Explanation of Responses:
1. Charitable gift.
2. Represents shares withheld by the Company to cover tax withholding obligations upon the vesting of restricted shares.
3. Granted on June 15, 2015 pursuant to the Michael Kors Holdings Limited Omnibus Incentive Plan (the "Incentive Plan"). These securities will vest 25% each year on June 15, 2016, 2017, 2018, and 2019, respectively, subject to grantee's continued employment with the Company through the vesting date.
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 2, 2014 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 2, 2016, 2017 and 2018, respectively, subject to grantee's continued employment with the Company through the vesting date.
7. Immediately exercisable.
8. Granted on October 25, 2010 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 grantee's continued employment with the Company through the vesting date. 129,178 share options are immediately exercisable. If the annual performance goal is attained for Fiscal 2016, then the remaining 36,587 unvested share options will vest on or about the date the audit of the financial statements of the Company for the fiscal year ended April 2, 2016 is completed.
9. Granted on June 3, 2013 pursuant to the Incentive Plan. 50% of these share options are immediately exercisable. The remaining unvested share options will vest 25% each year on June 3, 2016 and 2017, respectively, subject to grantee's continued employment with the Company through the vesting date.
/s/ Krista A. McDonough, as Attorney-in-Fact for Michael Kors 12/15/2015
** 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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