X0306 4 2017-01-31 0 0000352363 Kate Spade & Co KATE 0001197174 KARCH NANCY J C/O KATE SPADE & COMPANY 2 PARK AVENUE NEW YORK NY 10016 1 0 0 0 Common Stock, par value $1 per share 2017-01-31 4 M 0 112 0.00 A 144009 D Phantom Stock 0.00 2017-01-31 4 M 0 112 0.00 D 2017-01-31 Common Stock, par value $1 per share 112 112 D Represents shares of phantom stock credited to Reporting Person equal in value to and in lieu of cash dividends otherwise payable on previously granted Common Stock, the receipt of which was deferred by Reporting Person pursuant to Reporting Person's election under Issuer's Outside Director's Deferral Plan. Upon distribution of the previously deferred shares of Common Stock, the shares of phantom stock converted to Common Stock on a one-for-one basis. Not applicable. Timothy F. Michno, as Attorney-In-Fact 2017-02-02