SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Williams Sarah Elizabeth

(Last)

(First)

(Middle)

C/O CPI CARD GROUP INC.

10026 WEST SAN JUAN WAY, SUITE 200

(Street)

LITTLETON

80127

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2020

3. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [ PMTS ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/16/2020

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽¹⁾	10/08/2017⁽²⁾	10/08/2025	Common Stock	2,800	$10	D
Restricted Stock Units⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	203	⁽⁴⁾	D
Cash Performance Units⁽¹⁾	⁽⁵⁾	03/22/2020	Common Stock	4,464	⁽⁵⁾	D
Stock Option (Right to Buy)⁽¹⁾	03/22/2018⁽⁶⁾	03/22/2027	Common Stock	1,320	$21.75	D
Stock Option (Right to Buy)⁽¹⁾	09/25/2018⁽⁷⁾	09/26/2027	Common Stock	2,475	$5.25	D

Explanation of Responses:

1. These shares were omitted from the reporting person's original Form 3.

2. Date at which vesting first occurred is indicated. Approximately one-third (1/3) of the original options granted vested on each of the second, third and fourth anniversaries of October 8, 2015.

3. On March 22, 2017, the reporting person was granted 203 restricted stock units, vesting on the third anniversary of the grant date.

4. Each restricted stock unit represents the right to receive one CPI Card Group Inc. common share upon vesting of such restricted stock unit.

5. On March 22, 2017, the reporting person was granted 13,406 cash performance units. The cash performance units are performance-based awards that settle in cash, in an amount between 50% and 200% of the target award value, based on the performance of the Company's stock price during each of three performance sub-periods (from the grant date through each of the first, second and third anniversaries of the grant date). As of January 6, 2020, 4,464 of the cash performance units have not yet vested.

6. Date at which first vesting occurred is indicated. Approximately one-third (1/3) of the original options awarded vested on each of the first, second, and third anniversaries of the March 22, 2017 award date.

7. Date at which first vesting occurred is indicated. Approximately one-third (1/3) of the original options awarded vested on the first, second, and third anniversaries of the September 25, 2017 award date.

	/s/ Sarah Kilgore as attorney-in-fact for Sarah Elizabeth Williams	03/23/2020
	** 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 5 (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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