Sec Form 4 Filing - May Katie @ STAMPS.COM INC - 2020-01-17

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 May Katie 2. Issuer Name and Ticker or Trading Symbol STAMPS.COM INC [ STMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3700 N. CAPITAL OF TEXAS HWY., STE. 550 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2020 (Street) AUSTIN, TX78746 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

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 Stock Option (Common Stock) $ 192.25 01/17/2020 D 16,876 04/01/2018( 1 ) 03/01/2028 Common 16,876 $ 0 ( 2 ) 13,124 D Stock Option (Common Stock) $ 196.05 01/17/2020 D 11,667 05/02/2018( 3 ) 04/02/2028 Common 11,667 $ 0 ( 2 ) 8,333 D Stock Option (Common Stock) $ 35.04 01/17/2020 D 33,500 06/03/2020( 4 ) 06/03/2029 Common 33,500 $ 0 ( 5 ) 16,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other May Katie 3700 N. CAPITAL OF TEXAS HWY. STE. 550 AUSTIN, TX78746 X Signatures /s/ David M. Zlotchew, Attorney-in-Fact 01/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vests in 48 approximately equal monthly installments. The first vesting date was April 1, 2018. ( 2 )As previously disclosed by the issuer, the reporting person resigned from her position as the GM of the issuer's ShippingEasy subsidiary as of December 31, 2019. In connection with entering into a consulting agreement with the issuer on January 17, 2020, the reporting person agreed to forfeit the entire unvested portion of this stock option. ( 3 )This option vests in 48 approximately equal monthly installments. The first vesting date was May 2, 2018. ( 4 )This option vests, with respect to approximately one-third of the shares, on the first anniversary of the date of grant and, with respect to the remaining two-thirds of the shares, in 24 approximately equal monthly installments thereafter. ( 5 )The reporting person resigned from her position as the GM of the issuer's ShippingEasy subsidiary as of December 31, 2019. In connection with entering into a consulting agreement with the issuer on January 17, 2020, the reporting person agreed to forfeit the portion of this stock option that was scheduled to vest subsequent to the first anniversary of the date of grant.

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).

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