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
CIMPRESS plc [ CMPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2020 | ||||||||||||||||||||||||||
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 | 02/26/2020 | M | 48,400 | A | $47.91 | 406,964(1) | I | By Eastern Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | M | 500,000 | A | $50 | 906,964(1) | I | By Eastern Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | M | 112,231 | A | $50 | 1,019,195(1) | I | By Eastern Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | F | 445,220(2) | D | $119.91 | 573,975(1) | I | By Eastern Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | M | 48,400 | A | $47.91 | 406,924(1) | I | By Western Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | M | 500,000 | A | $50 | 906,924(1) | I | By Western Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | M | 112,231 | A | $50 | 1,019,155(1) | I | By Western Irrevocable, LLC | ||
Ordinary Shares | 02/26/2020 | F | 445,220(2) | D | $119.91 | 573,935(1) | I | By Western Irrevocable, LLC | ||
Ordinary Shares | 109,181 | I | By Keane Family Foundation | |||||||
Ordinary Shares | 28,375 | I | By RHS Holdings Incorporated | |||||||
Ordinary Shares | 51,900 | I | By Delaware 2001, LLC | |||||||
Ordinary Shares | 390,000 | I | By First Delaware 2003, LLC | |||||||
Ordinary Shares | 390,000 | I | By Second Delaware 2003, LLC | |||||||
Ordinary Shares | 185,000 | I | By Third Delaware 2011, LLC |
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 | ||||||||
Option (right to buy) | $47.91 | 02/26/2020 | M | 48,400 | 05/06/2011(3) | 05/06/2020 | Ordinary Shares | 48,400 | $47.91 | 0 | I | By The Eastern Irrevocable, LLC | |||
Option (right to buy) | $50(4) | 02/26/2020 | M | 500,000 | 05/04/2013(5)(6) | 05/04/2020 | Ordinary Shares | 500,000 | $50 | 0 | I | By The Eastern Irrevocable, LLC | |||
Option (right to buy) | $50.0001(4)(7) | 02/26/2020 | M | 500,000 | 05/04/2013(5)(6) | 05/04/2020 | Ordinary Shares | 500,000 | $50 | 0 | I | By The Eastern Irrevocable, LLC | |||
Option (right to buy) | $47.91 | 02/26/2020 | M | 48,400 | 05/06/2011(3) | 05/06/2020 | Ordinary Shares | 48,400 | $47.91 | 0 | I | By Western Irrevocable, LLC | |||
Option (right to buy) | $50(4) | 02/26/2020 | M | 500,000 | 05/04/2013(5)(6) | 05/04/2020 | Ordinary Shares | 500,000 | $50 | 0 | I | By Western Irrevocable, LLC | |||
Option (right to buy) | $50.0001(4)(7) | 02/26/2020 | M | 112,231 | 05/04/2013(5)(6) | 05/04/2020 | Ordinary Shares | 112,231 | $50 | 0 | I | By Western Irrevocable, LLC |
Explanation of Responses: |
1. Includes 28,375 shares held by RHS Holdings Incorporated, of which The Eastern Irrevocable Trust and The Western Irrevocable Trust are the sole shareholders. |
2. Of the 445,220 shares forfeited, 274,626 shares were forfeited as payment of the exercise price and 170,594 shares were forfeited as payment of the withholding taxes. |
3. This option became exercisable as to 25% of the original number of shares on the Exercisable Date shown on Table II, and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter. |
4. The option exercise price per share is $50.00, which is at least 33% higher than the closing price of Cimpress' ordinary shares on the NASDAQ Global Select Market on the date of grant. |
5. The share options vest over a seven-year period as follows: 6.25% of the original number of ordinary shares subject to the share options vest on the Exercisable Date in Table II. The remaining ordinary shares vest on a quarterly basis over the subsequent six years in tranches ranging from 1.56% to 10.94% of the original number of ordinary shares subject to the option. |
6. In addition to the vesting restrictions referred to in footnote 5 above, these share options are exercisable only on days when the high price per share of Cimpress' ordinary shares on NASDAQ equals or exceeds $75.00. |
7. $0.0001 added to exercise price solely to differentiate the securities on this Form 4. |
Remarks: |
/s/Kathryn L. Leach, as attorney-in fact-for Robert Keane | 02/28/2020 | |
** 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. |