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*
Lloyd Deborah J
(Last) (First) (Middle)
C/O KATE SPADE & COMPANY
2 PARK AVE
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kate Spade & Co [ KATE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Creative Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2017
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
Common Stock, par value $1 per share 03/06/2017 M(1) 27,595 A $0.00 84,391 D
Common Stock, par value $1 per share 03/06/2017 F 15,335 D $23.37 69,056 D
Common Stock, par value $1 per share 03/06/2017 M(2) 17,282 A $0.00 86,338 D
Common Stock, par value $1 per share 03/06/2017 F 9,604 D $23.29 76,734 D
Common Stock, par value $1 per share 03/06/2017 M(3) 6,634 A $0.00 83,368 D
Common Stock, par value $1 per share 03/06/2017 F 3,687 D $23.29 79,681 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance share units (1) 03/06/2017 M 27,595(4) 03/06/2017 (5) Common Stock, par value $1 per share 27,595 $0.00 0 D
Market share units (2) 03/06/2017 M 17,282(6) 03/06/2017 (5) Common Stock, par value $1 per share 17,282 $0.00 0 D
Market share units (3) 03/06/2017 M 6,634(7) 03/06/2017 (5) Common Stock, par value $1 per share 6,634 $0.00 10,513(8) D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. Not applicable.
6. 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.
7. 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.
8. 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.
Remarks:
Timothy F. Michno, as Attorney-In-Fact 03/08/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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