0001209191-17-019462.txt : 20170308
0001209191-17-019462.hdr.sgml : 20170308
20170308201820
ACCESSION NUMBER: 0001209191-17-019462
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170306
FILED AS OF DATE: 20170308
DATE AS OF CHANGE: 20170308
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kate Spade & Co
CENTRAL INDEX KEY: 0000352363
STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330]
IRS NUMBER: 132842791
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 2123544900
MAIL ADDRESS:
STREET 1: 5901 WEST SIDE AVE.
CITY: NORTH BERGEN
STATE: NJ
ZIP: 07047
FORMER COMPANY:
FORMER CONFORMED NAME: Fifth & Pacific Companies, Inc.
DATE OF NAME CHANGE: 20120514
FORMER COMPANY:
FORMER CONFORMED NAME: CLAIBORNE LIZ INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Carrara George
CENTRAL INDEX KEY: 0001545570
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10689
FILM NUMBER: 17676507
MAIL ADDRESS:
STREET 1: C/O LIZ CLAIBORNE, INC.
STREET 2: 1441 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10018
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-03-06
0
0000352363
Kate Spade & Co
KATE
0001545570
Carrara George
C/O KATE SPADE & COMPANY
2 PARK AVENUE
NEW YORK
NY
10016
0
1
0
0
President & COO
Common Stock, par value $1 per share
2017-03-06
4
M
0
31661
0.00
A
49926
D
Common Stock, par value $1 per share
2017-03-06
4
F
0
16892
23.29
D
33034
D
Common Stock, par value $1 per share
2017-03-06
4
M
0
12639
0.00
A
45673
D
Common Stock, par value $1 per share
2017-03-06
4
F
0
6743
23.37
D
38930
D
Common Stock, par value $1 per share
2017-03-06
4
M
0
7915
0.00
A
46845
D
Common Stock, par value $1 per share
2017-03-06
4
F
0
4201
23.29
D
42644
D
Common Stock, par value $1 per share
2017-03-06
4
M
0
3038
0.00
A
45682
D
Common Stock, par value $1 per share
2017-03-06
4
F
0
1621
23.29
D
44061
D
Staking Market Share Units
2017-03-06
4
M
0
31661
0.00
D
2017-03-06
Common Stock, par value $1 per share
31661
48988
D
Performance Share Units
2017-03-06
4
M
0
12639
0.00
D
2017-03-06
Common stock, par value $1 per share
12639
0
D
Market Share Units
2017-03-06
4
M
0
7915
0.00
D
2017-03-06
Common stock, par value $1 per share
7915
0
D
Market Share Units
2017-03-06
4
M
0
3038
0.00
D
2017-03-06
Common stock, par value $1 per share
3038
4815
D
Staking market share units ("Staking 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 Staking MSU award.
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 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 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 50% of the target number awarded on March 3, 2014 corresponding to the second and final performance period ending on March 3, 2019.
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.
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