SEC FORM 4

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^*

IDOL JOHN D

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2023

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

Rule 10b5-1(c) Transaction Indication

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

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	06/14/2023		M⁽¹⁾		14,503	A	$49.88	982,048⁽²⁾	D
Ordinary shares, no par value	06/15/2023		M⁽³⁾		112,194	A	$0	1,094,242⁽²⁾	D
Ordinary shares, no par value	06/15/2023		F⁽⁴⁾		54,639	D	$36.82	1,039,603⁽²⁾	D
Ordinary shares, no par value	06/15/2023		M⁽³⁾		49,309	A	$0	1,088,912⁽²⁾	D
Ordinary shares, no par value	06/15/2023		F⁽⁴⁾		24,014	D	$36.82	1,064,898⁽²⁾	D
Ordinary shares, no par value	06/15/2023		M⁽³⁾		28,513	A	$0	1,093,411⁽²⁾	D
Ordinary shares, no par value	06/15/2023		F⁽⁴⁾		13,886	D	$36.82	1,079,525⁽²⁾	D
Ordinary shares, no par value								1,000,000	I	Held by John D. Idol 2023 GRAT
Ordinary shares, no par value								149,700	I	Held by John D. Idol 2013 GRAT #1
Ordinary shares, no par value								149,700	I	Held by John D. Idol 2013 GRAT #2

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)	$49.88	06/14/2023		M			14,503	⁽⁵⁾	06/15/2023	Ordinary shares, no par value	14,503	$49.88	0	D
Restricted share units	$0	06/15/2023		M			112,194	⁽⁶⁾	⁽⁷⁾	Ordinary shares, no par value	112,194⁽⁸⁾	$0	0	D
Restricted share units	$0	06/15/2023		M			49,309	⁽⁹⁾	⁽⁷⁾	Ordinary shares, no par value	49,309⁽⁸⁾	$0	49,308	D
Restricted share units	$0	06/15/2023		M			28,513	⁽¹⁰⁾	⁽⁷⁾	Ordinary shares, no par value	28,513⁽⁸⁾	$0	57,026	D
Restricted share units	$0	06/15/2023		A		115,426		⁽¹¹⁾	⁽⁷⁾	Ordinary shares, no par value	115,426⁽⁸⁾	$0	115,426	D
Restricted share units	$0							⁽¹²⁾	⁽⁷⁾	Ordinary shares, no par value	26,419⁽⁸⁾		26,419	D
Employee share option (right to buy)	$67.52							⁽⁵⁾	06/15/2025	Ordinary shares, no par value	61,249		61,249	D

Explanation of Responses:

1. Represents the exercise of share options that would otherwise expire on June 15, 2023.

2. This amount excludes 54,600 ordinary shares, no par value, held by the Idol Family Foundation. The reporting person may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares.

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

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

5. Immediately exercisable.

6. Granted on June 15, 2020 pursuant to the Capri Holdings Limited Third Amended and Restated Incentive Plan (the "Incentive Plan"). The securities underlying the total number of RSUs originally granted vest 1/3 each year on June 15, 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.

7. The RSUs do not expire.

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

9. Granted on June 15, 2021 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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.

10. Granted on June 15, 2022 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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.

11. Granted on June 15, 2023 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted 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.

12. Granted on June 17, 2019 pursuant to the Incentive Plan. The securities underlying the total number of RSUs originally granted vest 25% each year on June 15, 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, as Attorney-in-Fact for John D. Idol	06/16/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Idol John D