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)

90 WHITFIELD STREET, 2ND FLOOR

(Street)

LONDON

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GC & Chf Sustain Off

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

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	06/15/2023		M⁽¹⁾		19,596	A	$0	64,692	D
Ordinary shares, no par value	06/15/2023		F⁽²⁾		7,742	D	$36.82	56,950	D
Ordinary shares, no par value	06/15/2023		M⁽¹⁾		9,119	A	$0	66,069	D
Ordinary shares, no par value	06/15/2023		F⁽²⁾		4,586	D	$36.82	61,483	D
Ordinary shares, no par value	06/15/2023		M⁽¹⁾		5,273	A	$0	66,756	D
Ordinary shares, no par value	06/15/2023		F⁽²⁾		2,698	D	$36.82	64,058	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)
Restricted share units	$0	06/15/2023		M			19,596	⁽³⁾	⁽⁴⁾	Ordinary shares, no par value	19,596⁽⁵⁾	$0	0	D
Restricted share units	$0	06/15/2023		M			9,119	⁽⁶⁾	⁽⁴⁾	Ordinary shares, no par value	9,119⁽⁵⁾	$0	9,119	D
Restricted share units	$0	06/15/2023		M			5,273	⁽⁷⁾	⁽⁴⁾	Ordinary shares, no par value	5,273⁽⁵⁾	$0	10,546	D
Restricted share units	$0	06/15/2023		A		23,764		⁽⁸⁾	⁽⁴⁾	Ordinary shares, no par value	23,764⁽⁵⁾	$0	23,764	D
Restricted share units	$0							⁽⁹⁾	⁽⁴⁾	Ordinary shares, no par value	3,691⁽⁵⁾		3,691	D
Employee share option (right to buy)	$34.68							⁽³⁾	06/15/2024	Ordinary shares, no par value	6,885		6,885	D
Employee share option (right to buy)	$67.52							⁽³⁾	06/15/2025	Ordinary shares, no par value	4,900		4,900	D

Explanation of Responses:

1. Represents settlement of restricted share units ("RSUs") through the issuance of one ordinary share for each vested RSU.

2. Represents shares withheld by the Company to cover tax withholding obligations upon vesting.

3. Immediately exerciseable.

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, 2021 pursuant to the Capri Holdings Limited Third Amended and Restsated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted will vest 1/3 each year on June 15, 2022, 2023, and 2024, 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.

7. Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will 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 will 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. Granted on June 17, 2019 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted will vest 25% each year on June 17, 2020, 2021, 2022 and 2023, 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.

	/s/ Krista A. McDonough	06/20/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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