SEC Form 4 · accession 0001209191-17-049500
CIMPRESS plc · CMPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Katryn Blake
Officer — CEO, Vistaprint Business Unit · Other
Period of report
Aug 15, 2017
Accepted (ET)
Aug 17, 2017 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001262976
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F2 | $83.10 | Aug 15, 2017 | A | 14,440 | A | — | Aug 15, 2027 | Ordinary Shares | 14,440 | 14,440 | D |
| Performance Share UnitsF1,F3 | $83.10 | Aug 15, 2017 | A | 14,440 | A | — | Aug 15, 2027 | Ordinary Shares | 14,440 | 14,440 | D |
Explanation of responses
- F1This dollar amount is the three-year moving average daily price per share of Cimpress' ordinary shares ("3YMA") on the date of grant, which is the baseline against which the compound annual growth rate ("CAGR") of the 3YMA will be measured.
- F2Each 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.
- F3Each 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.