SEC FORM 4

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^*

Dunlap Janet M

(Last)

(First)

(Middle)

C/O MONOTYPE IMAGING HOLDING INC.

500 UNICORN PARK DRIVE

(Street)

WOBURN

01801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Monotype Imaging Holdings Inc. [ TYPE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2014		A		9,000⁽¹⁾	A	$0	29,278	D
Common Stock	03/14/2014		A		18,000⁽²⁾	A	$0	47,278	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option - Right to buy	$30.44	03/14/2014		A		9,000		⁽³⁾	03/14/2024	Common Stock	9,000	$0	9,000	D
Restricted Stock Units	$0	03/14/2014		A		9,000		⁽⁴⁾	⁽⁴⁾	Common Stock	9,000	$0	9,000	D

Explanation of Responses:

1. Shares acquired pursuant to a restricted stock grant where 25% of such shares vest on the first anniversary of the grant date with the remaining shares vesting quarterly over the following three years.

2. Shares acquired pursuant to a restricted stock grant where 50% of such shares vest on the third anniversary of the grant date and 50% of the shares vest on the fourth anniversary of the grant date.

3. 25% of this option vests on 3/14/15, with the remaining portion vesting quarterly over the following three years.

4. Represents a contingent right to receive 1 share of Common Stock for each RSU. Vesting depends on the Company's achievement of performance-based targets for each of the fiscal years ended Dec. 31, 2014, 2015 & 2016, respectively ("Year 1 Target", "Year 2 Target", & "Year 3 Target", or "Target(s)"). For each Target achieved, 1/3 of the RSUs vest on the date the Company files its Form 10-K for the associated year (each a "Vesting Date"). If the Company doesn't achieve the Year 1 Target, but achieves the Year 2 Target, 2/3 of the RSUs vest on the Vesting Date. If the Company doesn't achieve the Year 1 Target or Year 2 Target, but achieves the Year 3 Target, all RSUs vest on the Vesting Date. If the Company achieves any Target earlier than the associated fiscal year end tied to such Target, the percentage of RSUs eligible to vest for such later year's Target accelerate and vest on the earlier Vesting Date. If no Targets are achieved, all RSUs under this grant forfeit to the Company.

	/s/ Adelaide A. Procter, Attorney-in-Fact	03/18/2014
	** 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).
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