CIMPRESS plc — Director's Dealing 2017

Aug 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIMPRESS N.V. (CMPR)
CIK: 0001262976
Period of Report: 2017-08-15

Reporting Person: BLAKE KATRYN (CEO, Vistaprint Business Unit, Member of Management Board)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Performance Share Units	$83.10	A	14440	Acquired	2027-08-15	Ordinary Shares (14440)	Direct
2017-08-15	Performance Share Units	$83.10	A	14440	Acquired	2027-08-15	Ordinary Shares (14440)	Direct

Footnotes

F1: 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.

F2: Each of these performance share units (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 2018 through 2021 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.

F3: Each of these supplemental PSUs represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of (A) service-based vesting, (B) a performance condition relating to Cimpress' cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020 ("UFCF Goal"), and (C) performance conditions relating to the CAGR of the 3YMA as described in footnote 2 above. The service-based vesting condition is that one third of the original number of PSUs vest on each June 30 of 2018 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 Cimpress' cumulative consolidated unlevered free cash flow over the three-year period does not equal or exceed the UFCF Goal, then the PSU award expires in its entirety promptly after June 30, 2020.