Sec Form 4 Filing - FLANAGAN PAUL C @ VISTAPRINT LTD - 2006-05-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FLANAGAN PAUL C 2. Issuer Name and Ticker or Trading Symbol VISTAPRINT LTD [ VPRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) C/O VISTAPRINT USA, INCORPORATED, 100 HAYDEN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2006 (Street) LEXINGTON, MA02421 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 05/03/2006 M 106,920 A $ 4.11 106,920 D Common Shares 05/03/2006 M 43,080 A $ 4.11 150,000 D Common Shares 05/03/2006 M 48,577 A $ 12.33 198,577 D Common Shares 05/03/2006 S 95,195 D $ 31.6 103,382 ( 4 ) D Common Shares 05/03/2006 S 5,200 D $ 31.85 98,182 D Common Shares 05/03/2006 S 2,900 D $ 31.86 95,282 D Common Shares 05/03/2006 S 100 D $ 31.865 95,182 D Common Shares 05/03/2006 S 1,705 D $ 31.87 93,477 D Common Shares 05/03/2006 S 80,000 D $ 31.9 13,477 D Common Shares 05/03/2006 S 100 D $ 31.92 13,377 D Common Shares 05/03/2006 S 8,277 D $ 31.95 5,100 D Common Shares 05/03/2006 S 100 D $ 31.965 5,000 D Common Shares 05/03/2006 S 5,000 D $ 31.98 0 D Common Shares 05/04/2006 M 38,923 A $ 12.33 38,923 D Common Shares 05/04/2006 S 16,130 D $ 31.95 22,793 D Common Shares 05/04/2006 S 1,500 D $ 31.96 21,293 D Common Shares 05/04/2006 S 5,253 D $ 31.97 16,040 D Common Shares 05/04/2006 S 16,040 D $ 31.98 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Share Option (Right to Buy) $ 4.11 05/03/2006 M 106,920 ( 1 ) 02/28/2014 Common Shares 106,920 $ 0 101,340 D Share Option (Right to Buy) $ 4.11 05/03/2006 M 43,080 ( 2 ) 02/28/2014 Common Shares 43,080 $ 0 48,660 D Share Option (Right to Buy) $ 12.33 05/03/2006 M 48,577 ( 3 ) 05/31/2015 Common Shares 48,577 $ 0 301,423 D Share Option (Right to Buy) $ 12.33 05/04/2006 M 38,923 ( 3 ) 05/31/2015 Common Shares 38,923 $ 0 262,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLANAGAN PAUL C C/O VISTAPRINT USA, INCORPORATED 100 HAYDEN AVENUE LEXINGTON, MA02421 Executive VP and CFO Signatures Dean J. Breda as Attorney in Fact for Paul C. Flanagan 05/05/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vests over a four year period on the following schedule: 50,670 shares on 2/23/05; 18,750 shares on each of 5/23/05, 8/23/05 and 11/23/05; 13,170 shares on 5/23/06; 18,750 shares on each of 8/23/06 and 11/23/06; 13,170 shares on 5/23/07; and 18,750 shares on each of 8/23/07 and 11/23/07. The vesting of this option may be accelerated upon the occurence of certain events in accordance with the terms of a Transition Agreement or an Executive Retention Agreement to which the reporting person is a party. ( 2 )This option vests over a four year period on the following schedule: 24,330 shares on 2/23/05; 18,750 shares on 2/23/06; 5,580 shares on 5/23/06; 18,750 shares on 2/23/07; 5,580 shares on 5/23/07; and 18,250 shares on 2/23/08. The vesting of this option may be accelerated upon the occurence of certain events in accordance with the terms of a Transition Agreement or an Executive Retention Agreement to which the reporting person is a party. ( 3 )This option vests over a four year period, 25% on May 1, 2006 and 6.25% per quarter thereafter. The vesting of this option may be accelerated upon the occurence of certain events in accordance with the terms of an Executive Retention Agreement to which the reporting person is a party. ( 4 )Separate sale transactions that were executed on the same transaction date at the same price have been reported on an aggregate basis on a single line in Table I. The order in which sale transactions are set forth in Table I is not necessarily reflective of the sequence in which the sale transactions occurred in fact.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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