Sec Form 4 Filing - Arends Cornelis David @ CIMPRESS N.V. - 2018-05-15

Insider filing report for Changes in Beneficial Ownership
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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
Arends Cornelis David
2. Issuer Name and Ticker or Trading Symbol
CIMPRESS N.V. [ CMPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
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(Last) (First) (Middle)
C/O CIMPRESS, 275 WYMAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2018
(Street)
WALTHAM, MA02451
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
Performance Share Units ( 1 ) $ 83.1 ( 2 ) 05/15/2018 A 6,197 ( 3 ) 08/15/2027 Ordinary Shares 6,197 $ 0 6,197 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Arends Cornelis David
C/O CIMPRESS, 275 WYMAN STREET
WALTHAM, MA02451
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Signatures
/s/Kathryn L. Leach, as attorney-in-fact for Cornelis David Arends 05/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of these supplemental performance share units (PSUs) represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of the conditions described in footnote 3.
( 2 )This dollar amount is the three-year moving average daily price per share of Cimpress' ordinary shares ("3YMA") on August 15, 2017, which is the baseline against which the compound annual growth rate ("CAGR") of the 3YMA will be measured.
( 3 )The conditions to be satisfied are (A) a service-based vesting condition that 50% of the original number of PSUs vests on June 30, 2018 and 25% vests on each June 30 of 2019 and 2020 so long as Mr. Arends continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date; (B) a performance condition relating to Cimpress' cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020, where if such performance condition is not met, the PSU award expires in its entirety promptly after June 30, 2020; and (C) performance conditions relating to the CAGR of the 3YMA, where if the 3YMA CAGR equals or exceeds (i) 11% on any August 15 of 2023 through 2026 or (ii) 7% on August 15, 2027, then the reporting person is entitled to receive up to 2.5 Cimpress ordinary shares for each vested PSU on a sliding scale based on the actual CAGR performance.

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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