PITNEY BOWES INC /DE/ — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2018-02-21

Reporting Person: Goldstein Daniel J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-21	Common Stock	M	590.00	$0.00	Acquired	56115.8606	Direct
2018-02-21	Common Stock	F	590.00	$12.21	Disposed	55525.8606	Direct
2018-02-21	Common Stock	M	106.00	$0.00	Acquired	55631.8606	Direct
2018-02-21	Common Stock	F	106.00	$12.21	Disposed	55525.8606	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Restricted Stock Units	$	M	590.00	Disposed		Common Stock (590.00)	Direct
2018-02-21	Performance Stock Units	$	M	106.00	Disposed		Common Stock (106.00)	Direct

Footnotes

F1: The vesting is to pay for Social Security and Medicare Taxes on the 2015, 2016 and 2017 Grants that were deferred.

F2: The vesting is to pay for Social Security and Medicare Taxes on the 2015 Grant that was deferred.

F3: Each unit represents a contingent right to receive one share of Pitney Bowes common stock.

F4: Each unit represents a contingent right to receive one share of Pitney Bowes common stock that will vest in three (3) equal annual installments.

F5: Each performance stock unit represents a contingent right to receive Pitney Bowes common stock based upon pre-determined performance factors.

F6: 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.