CIMPRESS plc — Director's Dealing 2019

Feb 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CIMPRESS N.V. (CMPR)
CIK: 0001262976
Period of Report: 2019-02-15

Reporting Person: Keane Robert S (Director, CEO, Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Performance Share Units	$109.35	A	349	Acquired	2029-02-15	Ordinary Shares (349.0)	Direct
2019-02-15	Performance Share Units	$109.35	A	1143	Acquired	2029-02-15	Ordinary Shares (1143.0)	Direct
2019-02-15	Performance Share Units	$109.35	A	7116	Acquired	2029-02-15	Ordinary Shares (7116.0)	Direct

Footnotes

F1: This dollar amount is the three-year moving average (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 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 100% of the PSUs vest on June 30, 2019 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on the vesting date. If the 3YMA CAGR equals or exceeds 11% on any of the sixth through tenth anniversaries 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 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 November 12 of 2019 through 2022 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 11% on any of the sixth through tenth anniversaries 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: Each 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 50% of the original number of PSUs vest on March 31, 2019 and the remaining 50% vest on June 30, 2019 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 11% on any of the sixth through tenth anniversaries 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.