X0306 4 2017-03-06 0 0000352363 Kate Spade & Co KATE 0001601368 Lloyd Deborah J C/O KATE SPADE & COMPANY 2 PARK AVE NEW YORK NY 10016 1 1 0 0 Chief Creative Officer Common Stock, par value $1 per share 2017-03-06 4 M 0 27595 0.00 A 84391 D Common Stock, par value $1 per share 2017-03-06 4 F 0 15335 23.37 D 69056 D Common Stock, par value $1 per share 2017-03-06 4 M 0 17282 0.00 A 86338 D Common Stock, par value $1 per share 2017-03-06 4 F 0 9604 23.29 D 76734 D Common Stock, par value $1 per share 2017-03-06 4 M 0 6634 0.00 A 83368 D Common Stock, par value $1 per share 2017-03-06 4 F 0 3687 23.29 D 79681 D Performance share units 2017-03-06 4 M 0 27595 0.00 D 2017-03-06 Common Stock, par value $1 per share 27595 0 D Market share units 2017-03-06 4 M 0 17282 0.00 D 2017-03-06 Common Stock, par value $1 per share 17282 0 D Market share units 2017-03-06 4 M 0 6634 0.00 D 2017-03-06 Common Stock, par value $1 per share 6634 10513 D Performance share units ("PSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 PSU award. Market share units ("MSUs") granted on March 3, 2014 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2014 MSU award. MSUs granted on March 2, 2015 and converted to shares of Issuer's common stock on a one-to-one basis upon vesting on March 6, 2017, in accordance with the terms of the 2015 MSU award. Represents 51.60% of target. The actual number of shares of common stock that vested was contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2014 through 2017, adjusted to reflect the Issuer's total shareholder return ("TSR") performance relative to that of all companies in the S&P MidCap 400, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. Not applicable. Represents 64.63% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded. Represents 63.10% of target. The actual number of shares of common stock that vested was contingent on the market price of the Issuer's common stock during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded. Each MSU represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported as beneficially owned following the reported transaction represents 50% of the target number awarded on March 2, 2015 corresponding to the second and final performance period ending on March 2, 2018. Timothy F. Michno, as Attorney-In-Fact 2017-03-08