FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VISTAPRINT N.V. [ VPRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary Shares | 05/07/2010 | M | 2,190(1) | A | $0 | 725,565(3) | I | Shares held by The Eastern Irrevocable Trust(4) | ||
Ordinary Shares | 05/07/2010 | M | 2,190(2) | A | $0 | 725,565(3) | I | The Western Irrevocable Trust(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Share Option (right to buy) | $47.91 | 05/06/2010 | A | 96,800 | 05/06/2011(7) | 05/06/2020 | Ordinary Shares | 96,800 | $0 | 96,800 | D(6) | ||||
Restricted Share Units (right to acquire) | $0 | 05/06/2010 | A | 39,022 | 05/06/2011(8) | 05/06/2014 | Ordinary Shares | 39,022 | $0 | 39,022 | D(6) | ||||
Restricted Share Units (right to acquire) | $0 | 05/07/2010 | M | 2,190 | 05/07/2010 | 05/07/2013 | Ordinary Shares | 2,190 | $0 | 6,572 | I | Restricted Share Unit held by The Eastern Irrevocable Trust(4) | |||
Restricted Share Units (right to acquire) | $0 | 05/07/2010 | M | 2,190 | 05/07/2010 | 05/07/2013 | Ordinary Shares | 2,190 | $0 | 6,571 | I | Restricted Share Unit held by The Western Irrevocable Trust(5) |
Explanation of Responses: |
1. The shares acquired represent the number of shares that automatically vested pursuant to a grant of Restricted Share Units on May 7, 2009. The original grant of 8,762 shares vests over a four year period: 25% on May 7, 2010 and 6.25% per quarter thereafter. |
2. The shares acquired represent the number of shares that automatically vested pursuant to a grant of Restricted Share Units on May 7, 2009. The original grant of 8,761 shares vests over a four year period: 25% on May 7, 2010 and 6.25% per quarter thereafter. |
3. Includes 723,375 shares held by RHS Holdings Incorporated, of which The Eastern Irrevocable Trust and The Western Irrevocable Trust are the sole shareholders. |
4. Mr. Keane and/or his spouse are beneficiaries of The Eastern Irrevocable Trust. |
5. Mr. Keane and/or his spouse are beneficiaries of The Western Irrevocable Trust. |
6. Immediately following this transaction, the reporting person transferred this grant 50% to The Eastern Irrevocable Trust and 50% to the Western Irrevocable Trust. The reporting person's pecuniary interest in the grants was unchanged. |
7. This share option vests over a four year period: 25% of the original number of shares vest on May 6, 2011 and 6.25% vest per quarter thereafter. |
8. This restricted share unit vests over a four year period: 25% of the original number of shares vest on May 6, 2011 and 6.25% vest per quarter thereafter. |
/s/Kathryn L Leach, as attorney-in-fact for Robert S Keane | 05/10/2010 | |
** 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 4 (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. |