CIMPRESS plc — Director's Dealing 2012

Aug 2, 2012

SEC Form 4/A — Form 4/A

Issuer: VISTAPRINT N.V. (VPRT)
CIK: 0001262976
Period of Report: 2012-05-04

Reporting Person: Keane Robert S (CEO, President, Chairman of Management Board)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Share Option (right to buy)	$50.00	A	500000	Acquired	2020-05-04	Ordinary Shares (500000)	Indirect
2012-05-04	Share Option (right to buy)	$50.00	A	500000	Acquired	2020-05-04	Ordinary Shares (500000)	Indirect

Footnotes

F1: The option exercise price per share is $50.00, which is approximately 33% higher than the closing price of Vistaprint's ordinary shares on the NASDAQ Global Select Market on the date of grant ($37.70).

F2: The value of these share options together with those granted on 8/1/2012 is intended to equal approximately the total value of all long-term incentive awards (including long-term cash incentives or equity) that Vistaprint would have granted to Mr. Keane over a four-year period. Due to a limitation in Vistaprint's 2011 Equity Incentive Plan that the company may not grant awards for more than 1,000,000 shares in any fiscal year to any plan participant, the Supervisory Board divided Mr. Keane's share options into two parts that were granted separately in each of the company's fiscal years 2012 and 2013 for purposes of complying with the plan limitation, and these options represents the first part of that grant. Vistaprint's Supervisory Board has adopted a resolution that Vistaprint shall not grant any additional long-term incentive awards to Mr. Keane until 2016.

F3: In a Form 4 filed on May 8, 2012, Mr. Keane reported acquiring share options to purchase an aggregate of 1,224,462 ordinary shares pursuant to Vistaprint's 2011 Equity Incentive Plan. However, Vistaprint subsequently determined that the portions of the share options to purchase shares in excess of 1,000,000 were not validly granted pursuant to such plan because they exceeded the limit described in footnote 2 above. Accordingly, the attempted grant of these excess shares was ineffective, and they were never granted to Mr. Keane. Mr. Keane is filing this amendment to correct the number of shares pursuant to the options.

F4: The share options vest over a seven-year period from the date of grant, as follows: 6.25% of the original number of ordinary shares subject to the share options vest on the first anniversary of the date of grant. The remaining ordinary shares vest on a quarterly basis over the subsequent six years in tranches ranging from 1.56% to 10.94% of the original number of ordinary shares subject to the option.

F5: In addition to the vesting restrictions referred to in footnote 4 above, these share options are exercisable only on days when the high price per share of Vistaprint's ordinary shares on NASDAQ equals or exceeds $75.00.

F6: The reporting person and/or his spouse are beneficiaries of this trust.