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

CUSIP No. 485865109                                                                                                                                                                 Page 4 of 8

ITEM 1. SECURITY AND ISSUER

This Schedule 13D (this “Schedule
13D”) relates to the common stock, $1.00 par value (the “Common Stock”), of Kate Spade & Company (the “Issuer”).
The Issuer’s principal executive offices are located at 2 Park Avenue, New York, NY 10016.

ITEM 2. IDENTITY AND BACKGROUND

 

(a)
This Schedule 13D is filed jointly on behalf of Gardner Lewis Asset Management, L.P., a Pennsylvania
limited partnership (“GLAM”), and Gardner Lewis Asset Management, Inc., a Delaware corporation, and the sole general
partner of GLAM (“GLAM GP”). W. Whitfield Gardner (“Mr. Gardner”) is the sole stockholder of GLAM GP. See
Note 1 in Item 5.

(b) The place
of organization or citizenship of each person listed in this Item 2 is as follows: GLAM (Pennsylvania), GLAM GP (Delaware), and
Mr. Gardner (Pennsylvania).  The address of the principal office or business address, as applicable, of each person listed
above is 285 Wilmington West Chester Pike, Chadds Ford, PA 19317.

(c) GLAM’s
principal business is acting as an investment adviser to private funds and managed accounts. GLAM is a registered investment adviser
with the Securities and Exchange Commission. GLAM GP’s principal business is to act as the sole general partner of GLAM.
Mr. Gardner’s principal business is Chairman and CEO of GLAM.

(d) No person
listed in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during
the last five years.

(e) No person
listed in this Item 2 was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws (or finding any violation with respect to such laws) as a result
of a civil proceeding of a judicial or administrative body of competent jurisdiction to which such reporting person was a party
during the last five years.

  (f)     Each
person listed in this Item 2 is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION

The funds used in purchasing shares
of Common Stock on behalf of clients of GLAM come from private funds and various client accounts advised by GLAM. See Note 1 in
Item 5.

ITEM 4. PURPOSE OF TRANSACTION

GLAM transactions are for private funds
and client accounts advised by GLAM in the normal course of business. GLAM reserves the right, from time to time, to acquire additional
shares of Common Stock for, and/or dispose of shares of Common Stock held in, the private funds and client accounts advised by
GLAM. None of the persons listed in Item 2 has any other plans or proposals related to the securities of the Issuer.