SEC FORM 3

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^*

Nelson Donald R

(Last)

(First)

(Middle)

C/O VISTAPRINT

95 HAYDEN AVENUE

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2011

3. Issuer Name and Ticker or Trading Symbol
VISTAPRINT N.V. [ VPRT ]

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

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

5. 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 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)
Ordinary Shares	6,895	D

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)
Share Option (right to buy)	⁽¹⁾	07/31/2016	Ordinary Shares	10,000	$22.12	D
Share Option (right to buy)	05/15/2008⁽²⁾	08/06/2017	Ordinary Shares	19,333	$33.47	D
Restricted Share Units	05/02/2009⁽³⁾	05/02/2012	Ordinary Shares	8,763	$0.00⁽⁴⁾	D
Restricted Share Units	07/01/2010⁽³⁾	07/01/2013	Ordinary Shares	3,165	$0.00⁽⁴⁾	D
Restricted Share Units	07/01/2011⁽³⁾	07/01/2014	Ordinary Shares	21,550	$0.00⁽⁴⁾	D

Explanation of Responses:

1. This option is fully vested

2. This share option vests over a four-year period: 25% of the original number vested on May 15, 2008, and the remaining 75% vest as a rate of 6.25% per quarter thereafter.

3. These restricted stock units ("RSUs") vest over a four year period: 25% of the original number of shares vest on the Exercisable Date shown in Table II and 6.25% vest per quarter thereafter.

4. Each RSU represents Vistaprint's commitment to issue one ordinary share when the RSU vests.

Remarks:

	/s/Kathryn L. Leach, as attorney-in-fact for Donald R. Nelson	03/01/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.