PITNEY BOWES INC /DE/ — Director's Dealing 2015

Feb 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2015-02-09

Reporting Person: Shearer Mark (Exec VP & Pres SMB Mail Sol)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-09	Restricted Stock Units	$	A	17226	Acquired		Common Stock (17226)	Direct
2015-02-09	Performance Stock Units	$	A	42783	Acquired		Common Stock (42783)	Direct

Footnotes

F1: Each unit represents a contingent right to receive one share of Pitney Bowes common stock.

F2: Each performance stock unit represents a contingent right to receive Pitney Bowes common stock based upon pre-determined performance factors.

F3: Each unit represents a contingent right to receive one share of Pitney Bowes common stock that will vest in three (3) equal annual installments beginning February 9, 2016.

F4: The performance stock units (PSUs) represent a contingent right to receive Pitney Bowes common stock with a 3 year cliff vesting. The shares that will vest are based on the pre-established performance standards set by the Board upon making each award, and could result in more of less shares being issued at the time of the vesting due to the pre-established performance standards. Depending on financial performance, the resulting number of shares released can range from zero to a maximum of 200% of grant.