0001262976-19-000011.txt : 20190131
0001262976-19-000011.hdr.sgml : 20190131
20190131110529
ACCESSION NUMBER: 0001262976-19-000011
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190129
FILED AS OF DATE: 20190131
DATE AS OF CHANGE: 20190131
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wensveen Maarten
CENTRAL INDEX KEY: 0001766117
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51539
FILM NUMBER: 19554177
MAIL ADDRESS:
STREET 1: CIMPRESS
STREET 2: 275 WYMAN STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CIMPRESS N.V.
CENTRAL INDEX KEY: 0001262976
STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750]
IRS NUMBER: 980417483
STATE OF INCORPORATION: P7
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: HUDSONWEG 8
CITY: VENLO
STATE: P7
ZIP: 5928 LW
BUSINESS PHONE: 781-652-6300
MAIL ADDRESS:
STREET 1: C/O CIMPRESS USA INCORPORATED
STREET 2: 275 WYMAN STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: VISTAPRINT N.V.
DATE OF NAME CHANGE: 20090828
FORMER COMPANY:
FORMER CONFORMED NAME: VISTAPRINT LTD
DATE OF NAME CHANGE: 20030908
3
1
wf-form3_154895070683277.xml
FORM 3
X0206
3
2019-01-29
0
0001262976
CIMPRESS N.V.
CMPR
0001766117
Wensveen Maarten
C/O CIMPRESS
275 WYMAN STREET
WALTHAM
MA
02451
0
1
0
0
SVP & Chief Technology Officer
Ordinary Shares
2420
D
Restricted Share Units (right to acquire)
0.0
2016-08-15
2019-08-15
Ordinary Shares
300.0
D
Performance Share Units
69.44
2026-08-15
Ordinary Shares
11520.0
D
Performance Share Units
83.1
2027-08-15
Ordinary Shares
4813.0
D
Performance Share Units
83.1
2027-08-15
Ordinary Shares
12033.0
D
Performance Share Units
102.68
2028-08-15
Ordinary Shares
2921.0
D
These restricted share units vest over a four year period: 25% of the original number of shares vest on the Exercisable Date show in Table II and 6.25% vest per quarter thereafter.
Each 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 25% of the original number of PSUs vest on each June 30 of 2017 through 2020 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 (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary 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.
This dollar amount is the 3YMA on the date of grant, which is the baseline against which the CAGR of the 3YMA will be measured.
Each of these performance share units (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 June 30 of 2018 through 2021 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 (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary 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.
Each of these supplemental PSUs represents a right to receive between 0 and 2.5 Cimpress ordinary shares upon the satisfaction of (A) service-based vesting, (B) a performance condition relating to Cimpress' cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020 ("UFCF Goal"), and (C) performance conditions relating to the CAGR of the 3YMA as described in footnote 2 above. The service-based vesting condition is that one third of the original number of PSUs vest on each June 30 of 2018 through 2020 so long as the reporting person continues to be an eligible participant under Cimpress' 2016 Performance Incentive Plan on such vesting date. If Cimpress' cumulative consolidated unlevered free cash flow over the three-year period does not equal or exceed the UFCF Goal, then the PSU award expires in its entirety promptly after June 30, 2020.
Each of these performance share units (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 June 30 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 (i) 11% on any of the sixth through ninth anniversaries of the grant date or (ii) 7% on the tenth anniversary 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.
/s/Kathryn L. Leach, as attorney-in-fact for Maarten Wensveen
2019-01-31