SEC Filing | Cimpress plc

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SEC FORM 3 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

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1. Name and Address of Reporting Person^*

Wensveen Maarten

(Last)

(First)

(Middle)

C/O CIMPRESS

275 WYMAN STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2019

3. Issuer Name and Ticker or Trading Symbol
CIMPRESS N.V. [ CMPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Technology Officer

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)
Ordinary Shares	2,420	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Share Units (right to acquire)	08/15/2016⁽¹⁾	08/15/2019	Ordinary Shares	300	0.0	D
Performance Share Units	⁽²⁾	08/15/2026	Ordinary Shares	11,520	69.44⁽³⁾	D
Performance Share Units	⁽⁴⁾	08/15/2027	Ordinary Shares	4,813	83.1⁽³⁾	D
Performance Share Units	⁽⁵⁾	08/15/2027	Ordinary Shares	12,033	83.1⁽³⁾	D
Performance Share Units	⁽⁶⁾	08/15/2028	Ordinary Shares	2,921	102.68⁽³⁾	D

Explanation of Responses:

1. These restricted share units vest over a four year period: 25% of the original number of shares vest on the Exercisable Date show in Table II and 6.25% vest per quarter thereafter.

2. Each performance share unit (PSU) represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of both (A) service-based vesting and (B) performance conditions relating to the CAGR of the 3YMA. The service-based vesting condition is that 25% of the original number of PSUs vest on each June 30 of 2017 through 2020 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date. If the 3YMA CAGR equals or exceeds (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary of the grant date, then the reporting person is entitled to receive a distribution of up to 2.5 Cimpress ordinary shares for each vested PSU on a sliding scale based on the actual CAGR performance.

3. This dollar amount is the 3YMA on the date of grant, which is the baseline against which the CAGR of the 3YMA will be measured.

4. Each of these performance share units (PSU) represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of both (A) service-based vesting and (B) performance conditions relating to the CAGR of the 3YMA. The service-based vesting condition is that 25% of the original number of PSUs vest on each June 30 of 2018 through 2021 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date. If the 3YMA CAGR equals or exceeds (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary of the grant date, then the reporting person is entitled to receive a distribution of up to 2.5 Cimpress ordinary shares for each vested PSU on a sliding scale based on the actual CAGR performance.

5. Each of these supplemental PSUs represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of (A) service-based vesting, (B) a performance condition relating to Cimpress' cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020 ("UFCF Goal"), and (C) performance conditions relating to the CAGR of the 3YMA as described in footnote 2 above. The service-based vesting condition is that one third of the original number of PSUs vest on each June 30 of 2018 through 2020 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date. If Cimpress' cumulative consolidated unlevered free cash flow over the three-year period does not equal or exceed the UFCF Goal, then the PSU award expires in its entirety promptly after June 30, 2020.

6. Each of these performance share units (PSU) represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of both (A) service-based vesting and (B) performance conditions relating to the CAGR of the 3YMA. The service-based vesting condition is that 25% of the original number of PSUs vest on each June 30 of 2019 through 2022 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date. If the 3YMA CAGR equals or exceeds (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary of the grant date, then the reporting person is entitled to receive a distribution of up to 2.5 Cimpress ordinary shares for each vested PSU on a sliding scale based on the actual CAGR performance.

Remarks:

	/s/Kathryn L. Leach, as attorney-in-fact for Maarten Wensveen	01/31/2019
	** 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).
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