Kate Spade & Co 4
4 · Kate Spade & Co · Filed Jul 13, 2017
Insider Transaction Report
Form 4
Kate Spade & CoKATE
TOBEN DOREEN A
Director
Transactions
- Disposition to Issuer
Common stock, par value $1 per share
2017-07-11−68,671→ 0 total - Disposition from Tender
Common stock, par value $1 per share
2017-07-11−7,824→ 0 total - Discretionary Transaction
Phantom Stock
2017-07-11−12,889→ 0 total→ Common stock, par value $1 per share (12,889 underlying)
Footnotes (3)
- [F1]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 Kate Spade & Company (the "Company"), on July 11, 2017, Purchaser merged with and into the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of the Company (each, a "Share") was disposed of pursuant to a tender offer commenced by the Purchaser on May 26, 2017 to acquire any and all of the Company's Shares for $18.50 per Share, net to the Reporting Person in cash, without interest thereon and less any applicable withholding taxes.
- [F2]Represents Shares that were granted as part of director annual retainer compensation and deferred pursuant to the Company's Outside Directors' Deferral Plan (the "Director Deferral Plan"), pursuant to which the Reporting Person elected to defer the receipt of such Shares (each, a "phantom share"). Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election.
- [F3]These phantom shares represent an equivalent amount of cash compensation (e.g., cash retention and meeting fees) that was deferred under the Director Deferral Plan pursuant to an election made by the Reporting Person. Pursuant to the terms of the Director Deferral Plan, each phantom share was converted into an amount in cash (determined by multiplying $18.50 by the number of phantom shares credited to the Reporting Person's "company stock subaccount" under the Director Deferral Plan) and was transferred and credited to the Reporting Person's "cash subaccount" under the Director Deferral Plan. Following such conversion and transfer, the Reporting Person's cash subaccount balance shall be paid in accordance with the terms of the Director Deferral Plan and the Reporting Person's applicable deferral election.