Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
The following table provides information of the Company’s ordinary shares repurchased or withheld during the three months ended October 1, 2022:
Total Number
of Shares Average Price per Share Total Number of
Shares
Purchased as Part of
Publicly Announced
Programs Remaining Dollar Value of Shares That May Be Purchased Under the Programs (in millions)
July 3 – July 30 7,478 $ 48.61 — $ 700
July 31 – August 27 2,616,703 $ 51.63 2,616,295 $ 565
August 28 – October 1 4,446,886 $ 48.33 4,446,886 $ 350
7,071,067 7,063,181
Share repurchases may be made in open market or privately negotiated transactions and/or pursuant to Rule 10b5-1 trading plans, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. The program may be suspended or discontinued at any time. Subsequent to October 1, 2022, the Company purchased 2,295,845 shares for a total cost of approximately $100 million, including commissions, under the Existing Share Repurchase Plan pursuant to a Rule 10b5-1 trading plan, bringing the remaining availability under the Company’s Existing Share Repurchase Program to $250 million.
On November 9, 2022, the Company terminated the Existing Share Repurchase Plan and implemented a new share repurchase plan. See Note 17 to the accompanying consolidated financial statements for additional information.
ITEM 6. EXHIBITS
a. Exhibits
Please refer to the accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 9, 2022.
CAPRI HOLDINGS LIMITED
By: /s/ John D. Idol
Name: John D. Idol
Title: Chairman & Chief Executive Officer
By: /s/ Thomas J. Edwards, Jr.
Name: Thomas J. Edwards, Jr.
Title: Executive Vice President, Chief Financial Officer and Chief Operating Officer
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INDEX TO EXHIBITS
Exhibit No. Description
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1 The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended October 1, 2022 formatted in Inline eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.