SEC FORM 4

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yanussi Linda S

(Last)

(First)

(Middle)

C/O KATE SPADE & COMPANY

2 PARK AVE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kate Spade & Co [ KATE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Global Operations & CIO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

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)

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)
Market Share Units⁽¹⁾	⁽¹⁾	03/01/2016		A		2,247⁽¹⁾		⁽¹⁾	⁽¹⁾	Common stock, par value $1 per share	2,247⁽¹⁾	$0.00	2,247⁽¹⁾	D
Performance Share Units⁽²⁾	⁽²⁾	03/01/2016		A		6,742⁽²⁾		⁽²⁾	⁽²⁾	Common stock, par value $1 per share	6,742⁽²⁾	$0.00	6,742⁽²⁾	D

Explanation of Responses:

1. Each Market Share Unit ("MSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported represents the target number awarded on March 2, 2015. This 2015 MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest is contingent on the market price levels that the Issuer's common stock achieves during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target MSUs awarded. 50% of this 2015 MSU award will vest, if at all, after each of the following performance periods ending on: March 2, 2017 and March 2, 2018.

2. Each Performance Share Unit ("PSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of PSUs reported equals the target number awarded on March 2, 2015. This 2015 PSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest, if any, is contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2015 through 2017, adjusted to reflect the Issuer's total shareholder return ("TSR") performance relative to that of all companies in the S&P MidCap 400, with potential to earn a number of shares of common stock between 0% and 250% of the target number of PSUs awarded. This 2015 PSU award will cliff vest, if at all, after the performance period ending December 30, 2017.

Remarks:

	Timothy Michno, as Attorney-In-Fact	03/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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