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^*

Givens Robert M

(Last)

(First)

(Middle)

C/O MONOTYPE IMAGING HOLDINGS INC.

500 UNICORN PARK DRIVE

(Street)

WOBURN

01801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2007

3. Issuer Name and Ticker or Trading Symbol
Monotype Imaging Holdings Inc. [ TYPE ]

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

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

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)
Common Stock	413,136	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)
Series A Convertible Preferred Stock	08/24/2005	⁽¹⁾	Common Stock	311,836⁽⁴⁾	⁽²⁾	D
Stock Option (right to buy)	⁽³⁾	08/25/2015	Common Stock	70,000	$1.4525	D

Explanation of Responses:

1. These securities do not have an expiration date.

2. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock will automatically convert into four shares of Common Stock and one share of Redeemable Preferred Stock, which will be immediately redeemed at $1.653 per share.

3. The reporting person was granted the option to purchase these shares on 8/25/2005. 50% of the total option vested on 8/25/2006 with the remaining portion vesting quarterly over the following one year. The option will be fully vested on 8/25/2007.

4. The number of underlying shares of Common Stock reported in Column 3 reflects a 4-for-1 stock split of the Issuer's Common Stock on July 5, 2007.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Janet M. Dunlap, Attorney-in-Fact	07/24/2007
	** 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.