4//SEC Filing
Kate Spade & Co 4
Accession 0001209191-17-045071
CIK 0000352363operating
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 5:19 PM ET
Size
16.9 KB
Accession
0001209191-17-045071
Insider Transaction Report
Form 4
Kate Spade & CoKATE
Andrada Marissa
SVP, Human Resources
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-07-11−7,685→ 10,446 total→ Common stock, par value $1 per share (7,685 underlying) - Award
Performance Share Units
2017-07-11+7,685→ 7,685 total→ Common stock, par value $1 per share (7,685 underlying) - Disposition to Issuer
Restricted Stock Units
2017-07-11−10,446→ 18,131 total→ Common stock, par value $1 per share (10,446 underlying) - Disposition to Issuer
Restricted Stock Units
2017-07-11−10,446→ 0 total→ Common stock, par value $1 per share (10,446 underlying) - Disposition to Issuer
Performance Share Units
2017-07-11−7,685→ 0 total→ Common stock, par value $1 per share (7,685 underlying)
Footnotes (7)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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).
- [F6]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.
- [F7]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).
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, 5:19 PM ET
- Size
- 16.9 KB