SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Keane Robert S

(Last)

(First)

(Middle)

VISTAPRINT,

95 HAYDEN AVENUE

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

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

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

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	CEO, President		Chairman of Management Board

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	11/07/2012		M		547⁽¹⁾	A	$0.00⁽²⁾	438,930⁽³⁾	I	By The Eastern Irrevocable Trust⁽⁴⁾
Ordinary Shares	11/07/2012		F		206	D	$30.57	438,724⁽³⁾	I	By The Eastern Irrevocable Trust⁽⁴⁾
Ordinary Shares	11/07/2012		M		547⁽⁵⁾	A	$0.00⁽²⁾	438,929⁽³⁾	I	By The Western Irrevocable Trust⁽⁴⁾
Ordinary Shares	11/07/2012		F		206	D	$30.57	438,723⁽³⁾	I	By The Western Irrevocable Trust⁽⁴⁾
Ordinary Shares								416,375	I	By RHS Holdings, Inc.
Ordinary Shares								81,381	I	By Keane Family Foundation
Ordinary Shares								51,900	I	By Delaware 2001 Investment Trust
Ordinary Shares								472,200	I	By First Delaware 2003 Investment Trust
Ordinary Shares								472,200	I	By Second Delaware 2003 Investment Trust
Ordinary Shares								185,000	I	By Third Delaware 2011 Investment Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units (right to acquire)	$0.00⁽²⁾	11/07/2012		M			547	05/07/2010⁽⁶⁾	05/07/2013	Ordinary Shares	547	$0.00	1,096	I	By The Eastern Irrevocable Trust⁽⁴⁾
Restricted Share Units (right to acquire)	$0.00⁽²⁾	11/07/2012		M			547	05/07/2010⁽⁶⁾	05/07/2013	Ordinary Shares	547	$0.00	1,096	I	By The Western Irrevocable Trust⁽⁴⁾

Explanation of Responses:

1. The shares acquired represent the number of shares that automatically vested pursuant to a grant of Restricted Share Units on May 7, 2009. The original grant of 8,762 shares vests over a four year period: 25% on May 7, 2010 and 6.25% per quarter thereafter.

2. Each restricted share unit represents the Company's commitment to issue one ordinary share.

3. Includes 416,375 shares held by RHS Holdings Incorporated, of which The Eastern Irrevocable Trust and The Western Irrevocable Trust are the sole shareholders.

4. The reporting person and/or his spouse are beneficiaries of this trust.

5. The shares acquired represent the number of shares that automatically vested pursuant to a grant of Restricted Share Units on May 7, 2009. The original grant of 8,761 shares vests over a four year period: 25% on May 7, 2010 and 6.25% per quarter thereafter.

6. These 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.

Remarks:

	/s/Kathryn L. Leach, as attorney-in-fact for Robert S. Keane	11/07/2012
	** 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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