CIMPRESS plc — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIMPRESS N.V. (CMPR)
CIK: 0001262976
Period of Report: 2018-05-15

Reporting Person: Arends Cornelis David (EVP, Pres Upload & Print Bus.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Performance Share Units	$83.1	A	6197	Acquired	2027-08-15	Ordinary Shares (6197.0)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.