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 MA 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)
03/12/2015
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
Common Stock 03/12/2015 A 15,660(1) A $0.00 62,588 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option - right to buy $32.96 03/12/2015 A 5,103 (2) 03/12/2025 Common Stock 5,103 $0.00 5,103 D
Restricted Stock Units $0.00 03/12/2015 A 9,000 (3) (4) Common Stock 9,000 $0.00 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. 25% of this option vests of 3/12/2016, with the remaining portion vesting quarterly over the following three years.
3. Represents contingent right to receive 1 share of Common Stock per RSU. Vesting depends on Company achievement of performance-based targets for years ended Dec. 31, 2015, 2016 & 2017 ("Year 1 Target", "Year 2 Target", "Year 3 Target"). Vesting date is the anniversary of the grant date each year (each a "Vesting Date".) 1/3 of the total grant is eligible to vest upon attainment of each year's performance targets, however Year 1 Target is comprised of two targets each worth 1/6 of the total grant, with each portion eligible to vest independently. Except 1/6 of the Year 1 Target which must be attained in year 1 or forfeited, if the Company doesn't achieve the 2nd portion of the Year 1 Target but achieves the Year 2 Target, the eligible RSU's of both year's targets vest on the Vesting Date. If the Company doesn't achieve the 2nd portion of the 1 Target or Year 2 Target, but achieves the Year 3 Target, all eligible RSUs vest on the Vesting Date. If no Targets are achieved, all RSUs forfeit
4. Represents contingent right to receive 1 share of Common Stock per RSU. Vesting depends on Company achievement of performance-based targets for years ended Dec. 31, 2015, 2016 & 2017 ("Year 1 Target", "Year 2 Target", "Year 3 Target"). Vesting date is the anniversary of the grant date each year (each a "Vesting Date".) 1/3 of the total grant is eligible to vest upon attainment of each year's performance targets, however Year 1 Target is comprised of two targets each worth 1/6 of the total grant, with each portion eligible to vest independently. Except 1/6 of the Year 1 Target which must be attained in year 1 or forfeited, if the Company doesn't achieve the 2nd portion of the Year 1 Target but achieves the Year 2 Target, the eligible RSU's of both year's targets vest on the Vesting Date. If the Company doesn't achieve the 2nd portion of the 1 Target or Year 2 Target, but achieves the Year 3 Target, all eligible RSUs vest on the Vesting Date. If no Targets are achieved, all RSUs forfeit
Remarks:
/s/ Dawn M. Rogers, Attorney-in-Fact 03/16/2015
** 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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