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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
VASSALLUZZO SCOTT J

(Last) (First) (Middle)
2200 BUTTS ROAD, SUITE 320

(Street)
BOCA RATON FL 33431

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CIMPRESS plc [ CMPR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of Section 13(d) Group
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
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
Ordinary Shares 11/15/2024 M 351 A $0(1) 70,706 D(2)
Ordinary Shares 11/15/2024 M 1,128 A $0(1) 71,834 D(2)
Ordinary Shares 11/15/2024 M 494 A $0(1) 72,328 D(2)
Ordinary Shares 11/15/2024 F 949 D $80.48 71,379 D(2)
Ordinary Shares 2,636,492 I By Prescott Associates L.P.(3)
Ordinary Shares 102,458 I By Prescott International Partners L.P.(4)
Ordinary Shares 873,610 I By Idoya Partners L.P.(5)
Ordinary Shares 116,442 I By Prescott Investors Profit Sharing Trust(6)
Ordinary Shares 1,958 I By Scott J. Vassalluzzo Family Accounts(7)
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
Restricted Share Units (right to acquire) $0(1) 11/15/2024 M 351 11/15/2022(8) 11/15/2025 Ordinary Shares 351 $0 351 D
Restricted Share Units (right to acquire) $0(1) 11/15/2024 M 1,128 11/15/2023(8) 11/15/2026 Ordinary Shares 1,128 $0 2,255 D
Restricted Share Units (right to acquire) $0(1) 11/15/2024 M 494 11/15/2024(8) 11/15/2027 Ordinary Shares 494 $0 1,481 D
Explanation of Responses:
1. The shares acquired represent the number of shares that automatically vested pursuant to an award of restricted share units (RSUs). Each RSU represents Cimpress' commitment to issue one ordinary share.
2. These shares are owned directly by Scott J. Vassalluzzo and include 3,879 shares received upon the vesting of restricted share units granted under the Issuer's 2011 and 2020 Equity Incentive Plans.
3. These shares are owned directly by Prescott Associates L.P. ("Prescott Associates"), a private investment limited partnership, and are beneficially owned indirectly by Prescott General Partners LLC ("PGP"), a Delaware limited liability company, as general partner of Prescott Associates. Mr. Vassalluzzo and Thomas W. Smith are each a managing member of PGP. PGP disclaims beneficial ownership of these shares in excess of its pecuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for Prescott Associates is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.
4. These shares are owned directly by Prescott International Partners L.P. ("PIP"), a private investment limited partnership, and are beneficially owned indirectly by PGP, as general partner of PIP. PGP disclaims beneficial ownership of these shares in excess of its pecuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for PIP is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.
5. These shares are owned directly by Idoya Partners L.P. ("Idoya"), a private investment limited partnership, and are beneficially owned indirectly by Prescott General Partners LLC ("PGP"), a Delaware limited liability company, as general partner of Idoya. PGP disclaims beneficial ownership of these shares in excess of its pecuniary interest under Rule 16a-1(a)(2)(ii)(B). The address for Idoya is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.
6. These shares are owned directly by the Prescott Investors Profit Sharing Trust (the "Trust"), an employee profit-sharing plan for which each of Mr. Smith and Mr. Vassalluzzo serves as a trustee. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose and Mr. Smith and Mr. Vassalluzzo each disclaim beneficial ownership of these shares under Rule 16a-8(b)(1). The address of the Trust is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.
7. These shares are owned directly by investment accounts established for the benefit of certain family members of Mr. Vassalluzzo. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose and Mr. Vassalluzzo disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
8. These RSUs vest over a four year period: 25% of the original number of shares vest on the Date Exercisable in Table II and 25% vest per year thereafter.
Remarks:
/s/ Matthew F. Walsh, as attorney-in-fact for Scott J. Vassalluzzo 11/19/2024
** 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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