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^*

OLIN MARC D

(Last)

(First)

(Middle)

6750 DUMBARTON CIRCLE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONICS FOR IMAGING INC [ EFII ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2014

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	08/15/2014		M		5,250	A	⁽¹⁾	56,540	D
Common Stock	08/15/2014		F		1,981⁽²⁾	D	$43.26	54,559	D
Common Stock	08/15/2014		M		5,928	A	⁽¹⁾	60,487	D
Common Stock	08/15/2014		F		2,851⁽²⁾	D	$43.26	57,636	D
Common Stock	08/15/2014		M		2,522	A	⁽¹⁾	60,158	D
Common Stock	08/15/2014		F		845⁽²⁾	D	$43.26	59,313	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)
Restricted Stock Units ("RSUs")	⁽³⁾	08/15/2014		D			5,250	⁽⁴⁾	⁽⁴⁾	Common Stock	5,250	$0.00	10,500	D
RSUs	⁽³⁾	08/15/2014		D			5,928	⁽⁵⁾	08/15/2014	Common Stock	5,928	$0.00	0	D
RSUs	⁽³⁾	08/15/2014		D			2,522	⁽⁶⁾	08/15/2016	Common Stock	2,522	$0.00	5,043	D
RSUs	⁽³⁾	08/15/2014		A		5,823		⁽⁷⁾	08/15/2017	Common Stock	5,823	$0.00	5,823	D
RSUs	⁽³⁾	08/15/2014		A		11,648		⁽⁸⁾	⁽⁶⁾	Common Stock	11,648	$0.00	11,648	D

Explanation of Responses:

1. Upon vesting, each restricted stock unit was converted into one share of Electronics For Imaging, Inc. (the "Company") common stock.

2. Represents shares of common stock withheld by the Company for tax purposes upon vesting of the restricted stock units. This transaction is exempt under Rule 16b-3(e).

3. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

4. This is a performance-based award granted on August 7, 2013 with vesting contingent upon the achievement of specified revenue and non-GAAP operating income targets over a period of four consecutive quarters ending no later that the Company's fourth fiscal quarter of 2014, second fiscal quarter of 2016 and second fiscal quarter of 2017. In each case, vesting of the award is subject to the reporting person's continued employment with the Company through the applicable vesting date. One third of this RSU award vested on August 15, 2014 based on the Company's achievement of the target revenue and non-GAAP operating income growth levels for the applicable performance period.

5. This restricted stock unit award was awarded on August 15, 2011 and vested with respect to one-third of the award on each of August 15, 2012, August 15, 2013 and August 15, 2014, subject to the reporting person's continued employment with the Company through the applicable vesting date.

6. This restricted stock unit award was awarded on August 15, 2013 and is scheduled to vest with respect to one-third of the award on each of August 15, 2014, August 15, 2015 and August 15, 2016, subject to the reporting person's continued employment with the Company through the applicable vesting date.

7. This restricted stock unit award will vest with respect to one-third of the award on each of August 15, 2015, August 15, 2016 and August 15, 2017, subject to the reporting person's continued employment with the Company through the applicable vesting date.

8. This is a performance-based award. The award will vest with respect to one-third of the award upon achievement of specified revenue and non-GAAP operating income targets over a period of four consecutive quarters ending no later than the Company's fourth fiscal quarter of 2014, fourth fiscal quarter of 2016 and fourth fiscal quarter of 2017, respectively. In each case, vesting of the award is subject to the reporting person's continued employment with the Company through the applicable vesting date. In the event the performance targets are not achieved for the applicable performance period, the award tranche related to that period will not vest.

Remarks:

	/s/ Marc Olin	08/18/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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