PITNEY BOWES INC /DE/ — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2013-02-05

Reporting Person: O'Hara John E (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-05	Common Stock	M	266	—	Acquired	4037.6507	Direct
2013-02-05	Common Stock	F	105	$13.295	Disposed	3932.6507	Direct
2013-02-05	Common Stock	M	342	—	Acquired	4274.6507	Direct
2013-02-05	Common Stock	F	135	$13.295	Disposed	4139.6507	Direct
2013-02-05	Common Stock	M	780	—	Acquired	4919.6507	Direct
2013-02-05	Common Stock	F	307	$13.295	Disposed	4612.6507	Direct
2013-02-05	Common Stock	M	2029	—	Acquired	6641.6507	Direct
2013-02-05	Common Stock	F	799	$13.295	Disposed	5842.6507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-05	Restricted Stock Unit	$0	M	266	Disposed	2013-02-05	Common Stock (266)	Direct
2013-02-05	Restricted Stock Uni	$0	M	342	Disposed	2014-02-04	Common Stock (342)	Direct
2013-02-05	Restricted Stock Unit	$0	M	780	Disposed	2015-02-03	Common Stock (780)	Direct
2013-02-05	Restricted Stock Unit	$0	M	2029	Disposed	2016-02-02	Common Stock (2029)	Direct

Footnotes

F1: The third of four vesting traunches has vested leaving 342 shares yet to vest on 2/4/2014.

F2: The second of four vesting traunches has vested leaving 779 shares to vest on 2/4/2014 and 779 to vest on 2/3/2015.

F3: The first of four vesting traunches has vested leaving 2,030 shares to vest on 2/4/2014, 2,029 to vest on 2/3/2015 and 2,029 to vest on 2/2/2016.