SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Keane Robert S (Last) (First) (Middle) C/O VISTAPRINT USA, INCORPORATED 100 HAYDEN AVENUE (Street) LEXINGTON MA 02421 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2005	3. Issuer Name and Ticker or Trading Symbol VISTAPRINT LTD [ VPRT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO Pres. & Chair. of the BODs	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,903,075	I	See Footnote(1)
Common Shares	600,000	I	See Footnote(2)
Common Shares	600,000	I	See Footnote(3)
Common Shares	54,900	I	See Footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Share Option (Right to Buy)	01/12/2002(5)	01/12/2006	Common Shares	10,000	1.23	D
Incentive Share Option (Right to Buy)	08/01/2002(5)	08/01/2006	Common Shares	200,000	1.23	D
Incentive Share Option (Right to Buy)	07/01/2003(6)	07/01/2007	Common Shares	40,000	1.11	D
Nonqualified Share Option (Right to Buy)	01/28/2005(6)	01/28/2014	Common Shares	150,000	4.11	D
Nonqualified Share Option (Right to Buy)	05/01/2006(7)	05/31/2015	Common Shares	700,000	12.33	D

Explanation of Responses:

1. Shares held by the Robert & Heather Keane Nevis Trust. Mr. Keane disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Shares held by the Robert Keane 2003 Irrevocable Trust. Mr. Keane disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Shares held by the Heather K.L. McEvoy Keane 2003 Irrevocable Trust. Heather K.L. McEvoy Keane is Mr. Keane's spouse. Mr. Keane disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Shares held by the Keane Family Irrevocable Trust, a trust for the benefit of Mr. Keane's minor daughter. Mr. Keane disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Fully vested.

6. Options vest over four years, 25% one year after the date of grant and 6.25% per quarter thereafter.

7. Options vest over four years, 25% on May 1, 2006 and 6.25% per quarter thereafter.

	/s/ Dean J. Breda, Attorney in Fact for George Overholser	09/29/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               VISTAPRINT LIMITED
                            LIMITED POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Dean J. Breda, Paul C. Flanagan and Michael
Giannetto, signing singly and each acting individually, as the undersigned's
true and lawful attorney-in-fact with full power and authority as hereinafter
described to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an executive officer and/or director of VistaPrint
Limited (the "Company"), Forms 3, 4, and 5 (including any amendments thereto) in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder (the "Exchange Act");

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;

        (3)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

        (4)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of September, 2005.

                                        /s/ Robert S. Keane
                                        ----------------------------------------
                                        Signature

                                        Robert S. Keane
                                        ----------------------------------------
                                        Print Name