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