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^*

Dies Jason

(Last)

(First)

(Middle)

3001 SUMMER STREET

(Street)

STAMFORD

06926

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2017

3. Issuer Name and Ticker or Trading Symbol
PITNEY BOWES INC /DE/ [ PBI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres. of SMB Solutions

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	6,149.3358	D
Common Stock	654.647	I	DISP

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)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	2,861	⁽¹⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	46,305	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	10.2446	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	9.8339	⁽¹⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	12.2425	⁽¹⁾	D
Performance Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	7,124	⁽⁴⁾	D
Performance Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	8,918	⁽⁴⁾	D
Stock Options	02/14/2017⁽⁶⁾	02/07/2026	Common Stock	17,668	$16.82	D
Stock Options	02/13/2018⁽⁶⁾	02/05/2027	Common Stock	54,688	$13.16	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Pitney Bowes stock.

2. The restricted stock units vest in three equal annual installments.

3. Represents DRIP shares accumulated on deferred RSUs under a 409A deferral.

4. Each performance stock unit represents a contingent right to receive Pitney Bowes common stock based upon pre-determined performance factors.

5. The performance stock units (PSUs) represent a contingent right to receive Pitney Bowes common stock with a 3 year cliff vesting. The shares that will vest are based on the pre-established performance standards set by the Board upon making each award, and could result in more of less shares being issued at the time of the vesting due to the pre-established performance standards. Depending on financial performance, the resulting number of shares released can range from zero to a maximum of 200% of grant.

6. The stock option grant vest in three equal annual installments.

Remarks:

	/s/ Laurie Bellocchio - POA for Jason C. Dies	10/11/2017
	** 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.
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