CIMPRESS plc — Director's Dealing 2016

Sep 22, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CIMPRESS N.V. (CMPR)
CIK: 0001262976
Period of Report: 2016-09-14

Reporting Person: LeBlanc Donald (EVP, President Corp Solutions)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	18742	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Unit (right to acquire)	$0.00	2017-08-15	Ordinary Shares (1758)		Direct
Restricted Share Unit (right to acquire)	$0.00	2018-08-15	Ordinary Shares (3966)		Direct
Restricted Share Unit (right to acquire)	$0.00	2019-08-15	Ordinary Shares (4149)		Direct
Performance Share Units	$69.44	2026-08-15	Ordinary Shares (15841)		Direct
Stock Option (right to buy)	$50.00	2020-08-15	Ordinary Shares (7235)		Direct

Footnotes

F1: These restricted share units vest over a four year period: 25% of the original number of shares vest on the Exercisable Date shown in Table II and 6.25% vest per quarter thereafter.

F2: Each restricted share unit represents the company's commitment to issue one ordinary share.

F3: Each performance share unit (PSU) represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of both (A) service-based vesting and (B) performance conditions relating to the CAGR of the 3YMA. The service-based vesting condition is that 25% of the original number of PSUs vest on each June 30 of 2017 through 2020 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date. If the 3YMA CAGR equals or exceeds (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary of the grant date, then the reporting person is entitled to receive a distribution of up to 2.5 Cimpress ordinary shares for each vested PSU on a sliding scale based on the actual CAGR performance.

F4: This dollar amount is the three-year moving average daily price per share of Cimpress' ordinary shares ("3YMA") on the date of grant, which is the baseline against which the compound annual growth rate ("CAGR") of the 3YMA will be measured.

F5: The share option vests 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 option vests on the date set forth in the Date Exercisable column. 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.