SEC FORM 4

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^*

Andrada Marissa

(Last)

(First)

(Middle)

C/O KATE SPADE & COMPANY

2 PARK AVENUE

(Street)

NEW YORK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/11/2017		D⁽²⁾			10,446	⁽³⁾	⁽³⁾	Common stock, par value $1 per share	10,446	⁽²⁾	18,131	D
Restricted Stock Units	⁽¹⁾	07/11/2017		D⁽²⁾			7,685	⁽⁴⁾	⁽⁴⁾	Common stock, par value $1 per share	7,685	⁽²⁾	10,446	D
Restricted Stock Units	⁽¹⁾	07/11/2017		D⁽⁵⁾			10,446	⁽³⁾	⁽³⁾	Common stock, par value $1 per share	10,446	⁽⁵⁾	0	D
Performance Share Units	⁽⁶⁾	07/11/2017		A⁽⁷⁾		7,685		⁽⁶⁾	⁽⁶⁾	Common stock, par value $1 per share	7,685	⁽⁷⁾	7,685	D
Performance Share Units	⁽⁶⁾	07/11/2017		D⁽⁷⁾			7,685	⁽⁶⁾	⁽⁶⁾	Common stock, par value $1 per share	7,685	⁽⁷⁾	0	D

Explanation of Responses:

1. Each restricted stock unit represented a contingent right to receive one share of common stock, par value $1.00 per share, of the Issuer (each, a "Share").

2. Pursuant to the Agreement and Plan of Merger dated as of May 7, 2017 (the "Merger Agreement") by and among Coach, Inc. ("Parent"), Chelsea Merger Sub Inc. ("Purchaser"), and the Issuer, on July 11, 2017, Purchaser merged with and into the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As approved by the compensation committee of the board of directors of the Issuer, each of these restricted stock units, was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such restricted stock unit, less any required withholding taxes, such amount to be paid as soon as practicable following the effective time of the Merger.

3. This award of restricted stock units provided for vesting in two equal installments on July 20, 2018 and July 20, 2019. The vesting of the July 20, 2019 installment was accelerated in connection with the Merger.

4. This award of restricted stock units provided for vesting in two equal installments on March 1, 2019 and March 1, 2020. The vesting of this award was accelerated in connection with the Merger.

5. Pursuant to the Merger Agreement, each of these restricted stock units was converted into a restricted stock unit with respect to 0.3914 shares of Parent common stock (rounded to the nearest whole share).

6. The performance share units were granted on March 1, 2017, and represented a contingent right to receive Shares on a one-to-one basis after December 28, 2019, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the 2017 performance share unit award agreement and the Company's 2013 Stock Incentive Plan.

7. Pursuant to the Merger Agreement, each of these performance share units was converted into a restricted stock unit with respect to 0.3914 shares of Parent common stock (assuming for this purpose that performance in respect of all such outstanding performance share units was achieved at a level that resulted in a payout of 100% of the target award) (rounded to the nearest whole share).

Remarks:

	Timothy F. Michno, as Attorney-In-Fact	07/13/2017
	** 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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