4//SEC Filing
Kate Spade & Co 4
Accession 0001209191-17-045070
CIK 0000352363operating
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 5:18 PM ET
Size
20.7 KB
Accession
0001209191-17-045070
Insider Transaction Report
Form 4
Kate Spade & CoKATE
MICHNO TIMOTHY F
SVP, Gen. Counsel & Secretary
Transactions
- Disposition to Issuer
Performance Share Units
2017-07-11−10,265→ 0 total→ Common stock, par value $1 per share (10,265 underlying) - Disposition to Issuer
Restricted Stock Units
2017-07-11−7,685→ 0 total→ Common stock, par value $1 per share (7,685 underlying) - Disposition to Issuer
Restricted Stock Units
2017-07-11−7,500→ 0 total→ Common stock, par value $1 per share (7,500 underlying) - Disposition to Issuer
Performance Share Units
2017-07-11−7,685→ 0 total→ Common stock, par value $1 per share (7,685 underlying) - Disposition to Issuer
Restricted Stock Units
2017-07-11−6,843→ 0 total→ Common stock, par value $1 per share (6,843 underlying) - Award
Performance Share Units
2017-07-11+7,685→ 7,685 total→ Common stock, par value $1 per share (7,685 underlying)
Footnotes (10)
- [F1]Each restricted stock unit represented a contingent right to receive one Share.
- [F10](cont'd from FN 9) on the "deemed good reason date," in each case, as provided in the Letter Agreement.
- [F2]Pursuant to the terms of the Letter Agreement, 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 (the aggregate amount, the "RSU Payment"). The RSU Payment will generally be payable in substantially equal installments with each such installment paid on the date that the restricted stock units corresponding to such installment would have otherwise vested in accordance with the terms of the award; provided, however that the RSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement.
- [F3]This award provided for vesting in two equal installments on March 1, 2019 and March 1, 2020.
- [F4]This award provided for vesting in two equal installments on March 3, 2018 and March 3, 2019.
- [F5]This award provided for vesting in two equal installments on November 2, 2017 and November 2, 2018.
- [F6]Each Performance Share Unit ("PSU") represents the right to receive one Share based on certain vesting conditions.
- [F7]Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 29, 2018, 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 award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 8)
- [F8](cont'd from FN 7) on the "deemed good reason date," in each case, as provided in the Letter Agreement.
- [F9]Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable 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 award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 10)
Documents
Issuer
Kate Spade & Co
CIK 0000352363
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000352363
Filing Metadata
- Form type
- 4
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 5:18 PM ET
- Size
- 20.7 KB