CIMPRESS plc — Director's Dealing 2019

Jan 31, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CIMPRESS N.V. (CMPR)
CIK: 0001262976
Period of Report: 2019-01-29

Reporting Person: Wensveen Maarten (SVP & Chief Technology Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	2420	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units (right to acquire)	$0.0	2019-08-15	Ordinary Shares (300.0)		Direct
Performance Share Units	$69.44	2026-08-15	Ordinary Shares (11520.0)		Direct
Performance Share Units	$83.1	2027-08-15	Ordinary Shares (4813.0)		Direct
Performance Share Units	$83.1	2027-08-15	Ordinary Shares (12033.0)		Direct
Performance Share Units	$102.68	2028-08-15	Ordinary Shares (2921.0)		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 show in Table II and 6.25% vest per quarter thereafter.

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 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.

F3: This dollar amount is the 3YMA on the date of grant, which is the baseline against which the CAGR of the 3YMA will be measured.

F4: 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.

F5: 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.

F6: 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 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 (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.