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MICHAEL KORS HOLDINGS LIMITED
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(Name of Issuer)
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Ordinary Shares, No Par Value
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(Title of Class of Securities)
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G60754 10 1
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(CUSIP Number)
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December 31, 2011
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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Rule 13d-1(b)
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G60754 10 1
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SCHEDULE 13G |
Page 1 of 6 Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Kors
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
15,844,873 (includes 166,667 restricted shares held by the Reporting Person and 413,460 vested options to purchase ordinary shares and restricted shares held by spouse)
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7
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SOLE DISPOSITIVE POWER
15,431,413 (includes 166,667 restricted shares held by the Reporting Person)
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8
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SHARED DISPOSITIVE POWER
413,460 (represents vested options to purchase ordinary shares and restricted shares held by spouse)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,844,873
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8.
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x |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. G60754 10 1
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SCHEDULE 13G |
Page 2 of 6 Pages
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ITEM 1.
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(a)
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Name of Issuer: Michael Kors Holdings Limited
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(b)
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Address of Issuer’s Principal Executive Offices:
c/o Michael Kors Limited
Unit 1001, 10/F, Miramar Tower
132 Nathan Road
Tsim Sha Tsui, Hong Kong
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ITEM 2.
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(a)
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Name of Person Filing: Michael Kors
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(b)
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Address of Principal Business Office or, if None, Residence:
c/o Michael Kors (USA), Inc.
11 West 42nd Street, 21st Floor
New York, New York 10036
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(c)
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Citizenship: United States
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(d)
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Title of Class of Securities: Ordinary shares, no par value
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(e)
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CUSIP Number: G60754 10 1
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
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(b)
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o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
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(c)
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o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
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(d)
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o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
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(f)
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o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
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(i)
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o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
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(j)
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o Group, in accordance with §240.13d-1(b)(1)(ii)(J)
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ITEM 4.
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OWNERSHIP
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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CUSIP No. G60754 10 1
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SCHEDULE 13G |
Page 3 of 6 Pages
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(a)
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Amount beneficially owned: 15,844,873
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(b)
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Percent of class: 8.3%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 15,844,873
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(iii)
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Sole power to dispose or to direct the disposition of: 15,431,413
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(iv)
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Shared power to dispose or to direct the disposition of: 413,460
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Pursuant to a Voting and Lock-up Agreement, dated July 11, 2011 (the “Voting Agreement”), Sportswear Holdings Limited, Michael Kors and
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CUSIP No. G60754 10 1
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SCHEDULE 13G |
Page 4 of 6 Pages
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| John D. Idol, together with the other shareholders of the Company as of such date, may be deemed to constitute a “group” that, as of December 31, 2011, beneficially owns 96,396,915 ordinary shares, or approximately 50.5% of the Company’s total ordinary shares issued and outstanding for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The share ownership reported by the Reporting Person herein does not include any ordinary shares owned by the other parties to the Voting Agreement. Mr. Kors disclaims beneficial ownership of the ordinary shares beneficially owned by the other parties to the Voting Agreement. | |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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ITEM 10.
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CERTIFICATION.
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Not applicable.
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CUSIP No. G60754 10 1
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SCHEDULE 13G |
Page 5 of 6 Pages
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/s/ Michael Kors
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Michael Kors
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CUSIP No. G60754 10 1
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SCHEDULE 13G |
Page 6 of 6 Pages
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Exhibit No.
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Document Description
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10.1
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Voting and Lock-Up Agreement, dated as of July 11, 2011, among Michael Kors Holdings Limited and certain shareholders of Michael Kors Holdings Limited.*
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*
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Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-1 filed by Michael Kors Holdings Limited (Registration No. 333-178282) with the Securities and Exchange Commission on December 2, 2011.
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