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^*

MICHNO TIMOTHY F

(Last)

(First)

(Middle)

C/O KATE SPADE & COMPANY

2 PARK AVENUE

(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, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2017

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)

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 Stock Units	⁽¹⁾	07/11/2017		D⁽²⁾			7,685	⁽³⁾	⁽³⁾	Common stock, par value $1 per share	7,685	⁽²⁾	0	D
Restricted Stock Units	⁽¹⁾	07/11/2017		D⁽²⁾			6,843	⁽⁴⁾	⁽⁴⁾	Common stock, par value $1 per share	6,843	⁽²⁾	0	D
Restricted Stock Units	⁽¹⁾	07/11/2017		D⁽²⁾			7,500	⁽⁵⁾	⁽⁵⁾	Common stock, par value $1 per share	7,500	⁽²⁾	0	D
Performance Share Units	⁽⁶⁾	07/11/2017		D⁽⁷⁾⁽⁸⁾			10,265	⁽⁶⁾	⁽⁶⁾	Common stock, par value $1 per share	10,265	⁽⁷⁾⁽⁸⁾	0	D
Performance Share Units	⁽⁶⁾	07/11/2017		A⁽⁹⁾⁽¹⁰⁾		7,685		⁽⁶⁾	⁽⁶⁾	Common stock, par value $1 per share	7,685	⁽⁹⁾⁽¹⁰⁾	7,685	D
Performance Share Units	⁽⁶⁾	07/11/2017		D⁽⁹⁾⁽¹⁰⁾			7,685	⁽⁶⁾	⁽⁶⁾	Common stock, par value $1 per share	7,685	⁽⁹⁾⁽¹⁰⁾	0	D

Explanation of Responses:

1. Each restricted stock unit represented a contingent right to receive one Share.

2. 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.

3. This award provided for vesting in two equal installments on March 1, 2019 and March 1, 2020.

4. This award provided for vesting in two equal installments on March 3, 2018 and March 3, 2019.

5. This award provided for vesting in two equal installments on November 2, 2017 and November 2, 2018.

6. Each Performance Share Unit ("PSU") represents the right to receive one Share based on certain vesting conditions.

7. 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)

8. (cont'd from FN 7) on the "deemed good reason date," in each case, as provided in the Letter Agreement.

9. 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)

10. (cont'd from FN 9) on the "deemed good reason date," in each case, as provided in the Letter Agreement.

Remarks:

	Robert A. Karpf, as Attorney-In-Fact	07/13/2017
	** 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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