SEC Form 4 · accession 0001262976-19-000024
CIMPRESS plc · CMPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert S Keane
Officer — CEO, Chairman · Director
Period of report
Feb 15, 2019
Accepted (ET)
Feb 19, 2019 · 2:34 pm EST
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 | $109.35 | Feb 15, 2019 | A | 349 | A | — | Feb 15, 2029 | Ordinary Shares | 349 | 349 | D |
| Performance Share UnitsF1,F3 | $109.35 | Feb 15, 2019 | A | 1,143 | A | — | Feb 15, 2029 | Ordinary Shares | 1,143 | 1,143 | D |
| Performance Share UnitsF1,F4 | $109.35 | Feb 15, 2019 | A | 7,116 | A | — | Feb 15, 2029 | Ordinary Shares | 7,116 | 7,116 | D |
Explanation of responses
- F1This dollar amount is the three-year moving average (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 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 100% of the PSUs vest on June 30, 2019 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on the vesting date. If the 3YMA CAGR equals or exceeds 11% on any of the sixth through tenth anniversaries 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 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 November 12 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 11% on any of the sixth through tenth anniversaries 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.
- F4Each 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 50% of the original number of PSUs vest on March 31, 2019 and the remaining 50% vest on June 30, 2019 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 11% on any of the sixth through tenth anniversaries 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.