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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act
of 1934

(Amendment No. ________)*

Kate Spade & Company

(Name of Issuer)

Common Stock, $ 1.00 par value

(Title of Class of Securities)

485865109

(CUSIP Number)

Gardner Lewis Asset Management, L.P.

Attn: Len Sorgini, Chief Compliance
Officer

285 Wilmington West Chester Pike,
Chadds Ford, PA 19317

(610)558-2800

Name, Address and Telephone Number of
Person Authorized to

Receive Notices and Communications)

May 26, 2017

(Date of Event which Requires Filing
of this Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.

* 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.

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).

 

CUSIP No. 485865109                                                                                                                                                                Page 2 of 8

 

1.  Names of Reporting Persons
Gardner Lewis Asset Management, L.P.
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.  SEC Use Only
4.  Source of Funds
OO
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
6.  Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With:	7.  Sole Voting Power
	0
	8.  Shared Voting Power
	7,194,367
	9.  Sole Dispositive Power
	0
	10.  Shared Dispositive Power
	7,194,367
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
7,194,367
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
5.6
14.  Type of Reporting Person
IA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 485865109                                                                                                                                                                Page 3 of 8

 

1.  Names of Reporting Persons
Gardner Lewis Asset Management, Inc.
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
3.  SEC Use Only
4.  Source of Funds
OO
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
6.  Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	7.  Sole Voting Power
	0
	8.  Shared Voting Power
	7,194,367
	9.  Sole Dispositive Power
	0
	10.  Shared Dispositive Power
	7,194,367
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
7,194,367
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
5.6
14.  Type of Reporting Person
CO

 

 

 

 

 

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.

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

CUSIP No. 485865109                                                                                                                                                                 Page 6 of 8

SIGNATURE

After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gardner Lewis Asset Management,
L.P.

By: Gardner Lewis Asset Management, Inc., its general
partner

Dated: June 6, 2017                                                             By:
/s/ W. Whitfield Gardner

                                                                                              W.
Whitfield Gardner

                                                                                               Chairman and CEO

Gardner Lewis Asset Management,
Inc.

Dated: June 6, 2017                                                             By:
/s/ W. Whitfield Gardner

                                                                                               W.
Whitfield Gardner

                                                                                                Chairman
and CEO

The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed beneath his signature.

 

CUSIP No. 485865109                                                                                                                                                                 Page 7 of 8

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with
Rule 13d-1(k)(1) under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other reporting persons on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to
the Common Stock, par value $1.00 per share, of Kate Spade & Company. and that this Agreement be included as an Exhibit to
such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one
and the same instrument.

IN WITNESS
WHEREOF, the undersigned hereby execute the Agreement this 6^th day of June, 2017.

Gardner Lewis Asset Management,
L.P.

By: Gardner Lewis Asset Management, Inc., its general
partner

Dated: June 6, 2017                                                           By:
/s/ W. Whitfield Gardner

                                                                                              W.
Whitfield Gardner

                                                                                              Chairman and CEO

Gardner Lewis Asset Management,
Inc.

Dated: June 6, 2017                                                              By:
/s/ W. Whitfield Gardner

                                                                                                W.
Whitfield Gardner

                                                                                                Chairman
and CEO

 CUSIP No. 485865109                                                                                                                                                                Page 8 of 8

EXHIBIT B

Item 5(c)
Table

Date of Purchase / Sale	Shares Purchased / (Sold)(#)	Average Purchase / Sale Price per Share ($)
5/8	4,339,682	18.36
5/15	70,216	18.40
5/16	293,152	18.40
5/17	266,010	18.41
5/18	252,686	18.42
5/19	171,607	18.42
5/22	153,925	18.42
5/23	446,855	18.42
5/24	103,476	18.43
5/25	880,478	18.43
5/26	480	18.42
5/30	215,800	18.42