X0306 4 2017-01-09 0 0000352363 Kate Spade & Co KATE 0001601366 Leavitt Craig C/O KATE SPADE & COMPANY 2 PARK AVE NEW YORK NY 10016 1 1 0 0 CEO Common Stock, par value $1 per share 2017-01-09 4 M 0 70689 0.00 A 84497 D Common Stock, par value $1 per share 2017-01-09 4 F 0 31426 17.81 D 53071 D Staking Market Share Units 2017-01-09 4 M 0 70689 0.00 D 2017-01-09 Common Stock, par value $1 per share 70689 140458 D Staking market share units ("Staking MSUs") granted on January 7, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on January 9, 2017, in accordance with the terms of the 2014 Staking MSU award. Represents 50.328% of target. The actual number of shares of common stock that vested was contingent on the market price levels that the Issuer's common stock achieved during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target Staking MSUs awarded. Not applicable. Each Staking MSU represents the right to receive one share of common stock based on certain vesting conditions. The number of Staking MSUs reported as beneficially owned following the reported transaction represents the target number awarded on January 7, 2014 corresponding to the second and final performance period ending on January 7, 2019. Timothy F. Michno, as Attorney-In-Fact 2017-01-11