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^*

Baumgartner Florian

(Last)

(First)

(Middle)

C/O CIMPRESS PLC

BUILDING D, XEROX TECHNOLOGY PARK

(Street)

DUNDALK, CO. LOUTH, IRELAND

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and CEO, Vista

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	10,347	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)
Share Option (right to buy)	06/30/2023⁽¹⁾	08/15/2032	Ordinary Shares	54,557	46.2	D
Restricted Share Units (right to acquire)	07/01/2021⁽²⁾	07/01/2024	Ordinary Shares	2,658	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	05/15/2021⁽⁴⁾	02/15/2025	Ordinary Shares	16,488	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	08/15/2021⁽²⁾	08/15/2024	Ordinary Shares	1,668	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	08/15/2022⁽²⁾	08/15/2025	Ordinary Shares	2,804	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	02/15/2023⁽⁵⁾	02/15/2025	Ordinary Shares	12,685	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	04/15/2023⁽²⁾	04/15/2026	Ordinary Shares	33,054	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	08/15/2023⁽⁶⁾	08/15/2026	Ordinary Shares	27,056	0.0⁽³⁾	D
Restricted Share Units (right to acquire)	01/15/2024⁽⁶⁾	01/15/2027	Ordinary Shares	16,409	0.0⁽³⁾	D
Performance Share Units	⁽⁷⁾	11/21/2027	Ordinary Shares	10,743	111.7⁽⁸⁾	D
Performance Share Units	⁽⁹⁾	02/15/2029	Ordinary Shares	10,999	95.46⁽¹⁰⁾	D
Performance Share Units	⁽¹¹⁾	08/15/2029	Ordinary Shares	10,451	100.46⁽⁸⁾	D

Explanation of Responses:

1. This option vests over a four year period: 25% of the original number of shares subject to the option vest on the Date Exercisable shown on Table II and 6.25% of the shares vest per quarter thereafter.

2. These RSUs vest over a four year period: 25% of the original number of shares vest on the Date Exercisable in Table II and 25% vest per year thereafter.

3. Each restricted share unit (RSU) represents Cimpress' commitment to issue one ordinary share.

4. These RSUs vest over a four year period: 6.25% of the original number of shares vest on the Exercisable Date show in Table II and 6.25% vest per quarter thereafter.

5. These RSUs vest over a three year period: 33.3% of the original number of shares vest on the Date Exercisable in Table II and 33.3% vest per year thereafter.

6. These RSUs 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.

7. 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 compound annual growth rate (CAGR) of the three-year moving average of Cimpress' daily share price (3YMA). The service-based vesting condition is that 25% of the original number of PSUs vest on each October 6 of 2020 through 2023 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) 9% on any of the fourth through seventh anniversaries of the grant date or (ii) 7% on the eighth 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.

8. 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.

9. Each of these PSUs 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 2021 through 2024 so long as the reporting person continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on such vesting date. If the 3YMA CAGR equals or exceeds (i) 9% on any of the fourth through seventh anniversaries of the grant date or (ii) 7% on the eighth 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.

10. This dollar amount is the two-year moving average of Cimpress' daily share price on the date of grant, which is the baseline against which the CAGR of the 3YMA will be measured.

11. Each of these PSUs 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 2022 through 2025 so long as the reporting person continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on such vesting date. If the 3YMA CAGR equals or exceeds (i) 9% on any of the fourth through seventh anniversaries of the grant date or (ii) 7% on the eighth 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 Florian Baumgartner	02/07/2023
	** 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.
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