Sec Form 4 Filing - Dies Jason @ PITNEY BOWES INC /DE/ - 2018-02-05

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
Dies Jason
2. Issuer Name and Ticker or Trading Symbol
PITNEY BOWES INC /DE/ [ PBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Pres. of SMB Solutions
(Last) (First) (Middle)
3001 SUMMER STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2018
(Street)
STAMFORD, CT06926
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
Restricted Stock Units ( 1 ) 02/05/2018 A 15,823 ( 2 ) ( 2 ) Common Stock 15,823 $ 12.64 65,035 D
Performance Stock Units ( 3 ) 02/05/2018 A 47,468 ( 4 ) ( 4 ) Common Stock 47,468 $ 12.64 53,523 D
Stock Option ( 5 ) 02/05/2018 A 80,972 02/05/2019 02/05/2028 Common Stock 80,972 $ 0 153,328 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dies Jason
3001 SUMMER STREET
STAMFORD, CT06926
EVP & Pres. of SMB Solutions
Signatures
/s/ George Brereton - POA for Jason C. Dies 02/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each unit represents a contingent right to receive one share of Pitney Bowes common stock.
( 2 )Each unit represents a contingent right to receive one share of Pitney Bowes common stock that will vest over a three year period on the second Tuesday in February.
( 3 )Each performance stock unit represents a contingent right to receive Pitney Bowes common stock based upon pre-determined performance factors.
( 4 )The performance stock units (PSUs) represent a contingent right to receive Pitney Bowes common stock with a 3 year cliff vesting. The shares that will vest are based on the pre-established performance standards set by the Board upon making each award, and could result in more of less shares being issued at the time of the vesting due to the pre-established performance standards. Depending on financial performance, the resulting number of shares released can range from zero to a maximum of 200% of grant.
( 5 )The grant price for the stock option was calculated at 100% of the closing price on February 5, 2018 which was $12.64.

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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