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732b8660-b79a-41a2-8e86-f2da0a0c89b9
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

Purefoy Daniel

(Last)

(First)

(Middle)

33 KINGSWAY
(Street)

LONDON WC2B 6UF

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Capri Holdings Ltd [ CPRI ]
3. Date of Earliest Transaction (MM/DD/YYYY)
11/11/2020

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

_____ Director

_____ 10% Owner

__X__ Officer (give title below) _____ Other (specify below)
SVP, Global Ops

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

1.Title of Security (Instr. 3)
Ordinary shares, no par value

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed 3. Trans. Code Execution (Instr. 8) Date, if any

4. Securities Acquired (A) 5. Amount of Securities Beneficially Owned

or Disposed of (D)

Following Reported Transaction(s)

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Code

(A) or V Amount (D) Price

11/11/2020

S

614

D $28.06

0

6.

7. Nature

Ownership of Indirect

Form: Beneficial

Direct (D) Ownership

or Indirect (Instr. 4)

(I) (Instr.

4)

D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

Restricted share units
Restricted share units
Restricted share units
Restricted share units
Restricted share units
Employee Share Option (right to buy)

$0 $0 $0 $0 $0 $77.99

3. Trans. Date

3A. Deemed 4. Trans. Code 5. Number of

Execution (Instr. 8)

Derivative

Date, if any

Securities Acquired

(A) or Disposed of

(D)

(Instr. 3, 4 and 5)

6. Date Exercisable and 7. Title and Amount of

Expiration Date

Securities Underlying

Derivative Security

(Instr. 3 and 4)

Code V (A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Ordinary

(1)

(2) shares, no par 901 (3)

value

Ordinary

(4)

(2) shares, no par 925 (3)

value

Ordinary

(5)

(2) shares, no par 3204 (3)

value

Ordinary

(6)

(2) shares, no par 4430 (3)

value

Ordinary

(7)

(2) shares, no par 112233 (3)

value

Ordinary (8) 11/3/2021 shares, no par
value

5208

8. Price of 9. Number of 10.

11. Nature

Derivative derivative Ownership of Indirect

Security Securities Form of Beneficial

(Instr. 5) Beneficially Derivative Ownership

Owned

Security: (Instr. 4)

Following Direct (D)

Reported

or Indirect

Transaction(s) (I) (Instr.

(Instr. 4)

4)

901

D

925

D

3204

D

4430

D

112233

D

5208

D

Explanation of Responses:
(1) Granted on June 15, 2017 pursuant to the Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan (the "Incentive Plan"). These securities vest 50% each year on June 15, 2020 and 2021, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.
(2) The RSUs do not expire.
(3) Settlement of this award will be satisfied through the issuance of one ordinary share for each vested RSU.
(4) Granted on June 15, 2018 pursuant to the Incentive Plan. These securities vest 25% each year on June 15, 2019, 2020, 2021, and 2022, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.
(5) Granted on March 1, 2019 pursuant to the Incentive Plan. These securities vest 25% each year on March 1, 2020, 2021, 2022, and 2023, respectively, subject to grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible.
(6) Granted on June 17, 2019 pursuant to the Incentive Plan. These securities 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 is retirement eligible.
(7) Granted on April 1, 2020 pursuant to the Incentive Plan. These securities vest 25% each year on April 1, 2021, 2022, 2023, and 2024, respectively, subject to

grantee's continued employment with the Company through the vesting date unless the grantee is retirement eligible. (8) Immediately exercisable.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director 10% Owner Officer

Other

Purefoy Daniel

33 KINGSWAY

SVP, Global Ops

LONDON WC2B 6UF

Signatures /s/ Krista A. McDonough, as Attorney-in-Fact for Daniel Purefoy
**Signature of Reporting Person

11/12/2020
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 control number.


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