13D Filing: Gardner Lewis Asset Management LP and Kate Spade & Co (KATE)

CUSIP No. 485865109                                                                                                                                                                 Page 5 of 8

 

ITEM 5. INTEREST IN SECURITIES OF
THE ISSUER

(a)        GLAM
and GLAM GP share voting and dispositive power over 7,194,367 shares of Common Stock, representing 5.6% of the Common Stock, which
is based on 128,604,671 shares of Common Stock issued and outstanding as of April 21, 2017 as reported on the Issuer’s Form
10-Q filed on May 1, 2017. See Note 1 in this Item 5.

(b)       The
power to dispose of and vote the shares of Common Stock referenced in paragraph (a) of this Item 5 is shared among GLAM and GLAM
GP. See Note 1 in this Item 5.

(c)       In
the past 60 days, GLAM, on behalf of the private funds and client accounts it advises, effected the transactions in the Issuer’s
securities set forth on Exhibit B attached hereto.

(d)    Any
dividends on, and proceeds from the sale of, any shares of Common Stock are for the account of the private funds and client accounts
advised by GLAM that hold such shares, including the Fund.

(e)       Not
applicable.

Note 1: GLAM advises private funds and client accounts.  In such capacity, GLAM has voting authority and dispositive
discretion over the securities of the Issuer described in this Schedule 13D that are owned by the private funds and client
accounts advised by GLAM.  The pecuniary interest of all securities reported in this Schedule 13D is owned by the private
funds and client accounts advised by GLAM.  Except for the purpose of determining beneficial ownership under Section
13(d) of the Securities Exchange Act of 1934, as amended, GLAM, GLAM GP, and Mr. Gardner each disclaims beneficial ownership of
all securities reported in this Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Other than as described in this Schedule
13D, none of the persons listed in Item 2 has any contracts, arrangements, understandings or other relationship with respect to
the securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A – Joint Filing Agreement

Exhibit B – Item 5(c) Table