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    Chairman & CEO Idol John D converted options into 10,021 units of Ordinary shares and covered exercise/tax liability with 10,021 units of Ordinary shares (SEC Form 4)

    12/18/24 9:14:42 AM ET
    $CPRI
    Apparel
    Consumer Discretionary
    Get the next $CPRI alert in real time by email
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    IDOL JOHN D

    (Last) (First) (Middle)
    90 WHITFIELD STREET
    2ND FLOOR

    (Street)
    LONDON X0 W1T 4EZ

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Capri Holdings Ltd [ CPRI ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    X Officer (give title below) Other (specify below)
    Chairman & CEO
    3. Date of Earliest Transaction (Month/Day/Year)
    12/16/2024
    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
    Ordinary shares, no par value 12/16/2024 M(1) 10,021 A $0 1,157,145(2) D
    Ordinary shares, no par value 12/16/2024 F(3) 10,021 D $22.15 1,147,124(2) D
    Ordinary shares, no par value 149,700 I Held by John D. Idol 2013 GRAT #1
    Ordinary shares, no par value 1,000,000 I Held by John D. Idol 2023 GRAT
    Ordinary shares, no par value 149,700 I Held by John D. Idol 2013 GRAT #2
    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
    Restricted share units $0 12/16/2024 M(1) 10,021 (4) (5) Ordinary shares, no par value 10,021(6) $0 208,729 D
    Restricted share units $0 (7) (5) Ordinary shares, no par value 28,513(6) 28,513 D
    Restricted share units $0 (8) (5) Ordinary shares, no par value 82,603(6) 82,603 D
    Employee share option (right to buy) $67.52 (9) 06/15/2025 Ordinary shares, no par value 61,249 61,249 D
    Explanation of Responses:
    1. Represents the conversion of restricted share units ("RSUs") into ordinary shares, no par value, on a one-for-one basis to satisfy FICA and other tax withholding obligations due to the reporting person being retirement eligible under the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan").
    2. This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares.
    3. Represents shares withheld by the Company to cover FICA and other tax withholding obligations of the reporting person due to the reporting person being retirement eligible under the Incentive Plan.
    4. Granted on June 17, 2024 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 17, 2025, 2026, 2027 and 2028, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
    5. The RSUs do not expire.
    6. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
    7. Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 2023, 2024, and 2025, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
    8. Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 2024, 2025, 2026 and 2027, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.
    9. Immediately exercisable.
    /s/ Krista A. McDonough, as Attorney-in-Fact for John D. Idol 12/18/2024
    ** 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).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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