SEC Form 4
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*
Keane Robert S

(Last) (First) (Middle)
VISTAPRINT,
95 HAYDEN AVENUE

(Street)
LEXINGTON MA 02421

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VISTAPRINT N.V. [ VPRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
CEO, President Chairman of Management Board
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
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 11/07/2012 M 547(1) A $0.00(2) 438,930(3) I By The Eastern Irrevocable Trust(4)
Ordinary Shares 11/07/2012 F 206 D $30.57 438,724(3) I By The Eastern Irrevocable Trust(4)
Ordinary Shares 11/07/2012 M 547(5) A $0.00(2) 438,929(3) I By The Western Irrevocable Trust(4)
Ordinary Shares 11/07/2012 F 206 D $30.57 438,723(3) I By The Western Irrevocable Trust(4)
Ordinary Shares 416,375 I By RHS Holdings, Inc.
Ordinary Shares 81,381 I By Keane Family Foundation
Ordinary Shares 51,900 I By Delaware 2001 Investment Trust
Ordinary Shares 472,200 I By First Delaware 2003 Investment Trust
Ordinary Shares 472,200 I By Second Delaware 2003 Investment Trust
Ordinary Shares 185,000 I By Third Delaware 2011 Investment Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Share Units (right to acquire) $0.00(2) 11/07/2012 M 547 05/07/2010(6) 05/07/2013 Ordinary Shares 547 $0.00 1,096 I By The Eastern Irrevocable Trust(4)
Restricted Share Units (right to acquire) $0.00(2) 11/07/2012 M 547 05/07/2010(6) 05/07/2013 Ordinary Shares 547 $0.00 1,096 I By The Western Irrevocable Trust(4)
Explanation of Responses:
1. The shares acquired represent the number of shares that automatically vested pursuant to a grant of Restricted Share Units on May 7, 2009. The original grant of 8,762 shares vests over a four year period: 25% on May 7, 2010 and 6.25% per quarter thereafter.
2. Each restricted share unit represents the Company's commitment to issue one ordinary share.
3. Includes 416,375 shares held by RHS Holdings Incorporated, of which The Eastern Irrevocable Trust and The Western Irrevocable Trust are the sole shareholders.
4. The reporting person and/or his spouse are beneficiaries of this trust.
5. The shares acquired represent the number of shares that automatically vested pursuant to a grant of Restricted Share Units on May 7, 2009. The original grant of 8,761 shares vests over a four year period: 25% on May 7, 2010 and 6.25% per quarter thereafter.
6. These RSUs vest over a four year period: 25% of the original number of shares vest on the Exercisable Date shown in Table II and 6.25% vest per quarter thereafter.
Remarks:
/s/Kathryn L. Leach, as attorney-in-fact for Robert S. Keane 11/07/2012
** 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.