SEC Form 4 · accession 0001262976-18-000031
CIMPRESS plc · CMPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cornelis David Arends
Officer — EVP, Pres Upload & Print Bus.
Period of report
May 15, 2018
Accepted (ET)
May 16, 2018 · 2:24 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,F3 | $83.10 | May 15, 2018 | A | 6,197 | A | — | Aug 15, 2027 | Ordinary Shares | 6,197 | 6,197 | D |
Explanation of responses
- F1Each of these supplemental performance share units (PSUs) represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of the conditions described in footnote 3.
- F2This dollar amount is the three-year moving average daily price per share of Cimpress' ordinary shares ("3YMA") on August 15, 2017, which is the baseline against which the compound annual growth rate ("CAGR") of the 3YMA will be measured.
- F3The conditions to be satisfied are (A) a service-based vesting condition that 50% of the original number of PSUs vests on June 30, 2018 and 25% vests on each June 30 of 2019 and 2020 so long as Mr. Arends continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date; (B) a performance condition relating to Cimpress' cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020, where if such performance condition is not met, the PSU award expires in its entirety promptly after June 30, 2020; and (C) performance conditions relating to the CAGR of the 3YMA, where if the 3YMA CAGR equals or exceeds (i) 11% on any August 15 of 2023 through 2026 or (ii) 7% on August 15, 2027, then the reporting person is entitled to receive up to 2.5 Cimpress ordinary shares for each vested PSU on a sliding scale based on the actual CAGR performance.