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^*

McDonough Krista A

(Last)

(First)

(Middle)

33 KINGSWAY

(Street)

LONDON

WC2B 6UF

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Michael Kors Holdings Ltd [ KORS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017

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)
Ordinary shares, no par value	11/17/2017		M		7,500	A	$20	10,647	D
Ordinary shares, no par value	11/17/2017		S		7,500	D	$55.9335⁽¹⁾	3,147	D

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)
Employee share option (right to buy)	$20	11/17/2017		M			7,500	⁽²⁾	12/14/2018	Ordinary shares, no par value	7,500	$20	12,100	D
Restricted share units	$0							⁽³⁾	⁽⁴⁾	Ordinary shares, no par value	4,467⁽⁵⁾		4,467	D
Restricted share units	$0							⁽⁶⁾	⁽⁴⁾	Ordinary shares, no par value	1,327⁽⁵⁾		1,327	D
Restricted share units	$0							⁽⁷⁾	⁽⁴⁾	Ordinary shares, no par value	1,879⁽⁵⁾		1,879	D
Employee share option (right to buy)	$34.68							⁽⁸⁾	06/15/2024	Ordinary shares, no par value	6,885		6,885	D
Restricted share units	$0							⁽⁸⁾	⁽⁴⁾	Ordinary shares, no par value	4,614⁽⁵⁾		4,614	D
Employee share option (right to buy)	$62.24							⁽²⁾	06/03/2020	Ordinary shares, no par value	2,507		2,507	D
Employee share option (right to buy)	$94.45							⁽⁹⁾	06/02/2021	Ordinary shares, no par value	1,063		1,063	D

Explanation of Responses:

1. The sale price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $55.75 to $56.23. Upon request of the staff of the Securities and Exchange Commission, Michael Kors Holdings Limited (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.

2. Immediately exerciseable.

3. Granted on November 1, 2016 pursuant to the Michael Kors Holdings Limited Amended and Restated Incentive Plan (the "Incentive Plan"). These securities vest 25% each year on November 1, 2017, 2018, 2019, and 2020, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.

4. The RSUs do not expire.

5. Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.

6. Granted on June 15, 2015 pursuant to the Incentive Plan. 50% of these securities are immediately exercisable. The remaining unvested securities will vest 25% each year on June 15, 2018, and 2019, respectively, subject to grantee's continued employment with the Company through the vesting date.

7. Granted on June 15, 2016 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2017, 2018, 2019, and 2020, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.

8. Granted on June 15, 2017 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2018, 2019, 2020, and 2021, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.

9. Granted on June 2, 2014 pursuant to the Incentive Plan. 75% of these share options are immediately exercisable. The remaining unvested share options will vest on June 2, 2018, subject to grantee's continued employment with the Company through the vesting date.

	/s/ Krista A. McDonough	11/20/2017
	** Signature of Reporting Person	Date
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