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^*

OLIN MARC D

(Last)

(First)

(Middle)

6750 DUMBARTON CIRCLE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRONICS FOR IMAGING INC [ EFII ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2014

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)

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 Stock Unit (RSU)	⁽¹⁾	01/16/2014		A		12,909		⁽²⁾	⁽²⁾	Common Stock	12,909	$0.00	12,909	D
Restricted Stock Unit (RSU)	⁽¹⁾	01/16/2014		A		7,745		⁽³⁾	⁽³⁾	Common Stock	7,745	$0.00	7,745	D
Restricted Stock Unit (RSU)	⁽¹⁾	01/16/2014		A		7,745		⁽⁴⁾	01/16/2017	Common Stock	7,745	$0.00	7,745	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive on vesting one share of the Electronics for Imaging, Inc. (the "Company") common stock.

2. This is a performance-based award. The award will vest in the event that the Company achieves at least $1 billion in revenue and $2.50 in non-GAAP earnings per share over any four consecutive quarters on or before December 31, 2016, subject to Mr. Olin's continued employment with the Company through the vesting date.

3. This is a performance-based award. This award will vest based on the average of the per-share closing prices of the Company's common stock over a period of 90 consecutive trading days. One-third of the award will vest on the date such average of the closing prices equals or exceeds $46; one-third of the award will vest on the date such average of the closing prices equals or exceeds $53; and one-third of the award will vest on the date such average of the closing prices equals or exceeds $60, in each case subject to Mr. Olin's continued employment with the Company through that date.

4. This restricted stock unit award will vest with respect to one-third of the award on each of January 16, 2015, January 16, 2016 and January 16, 2017, subject to Mr. Olin's continued employment with the Company through the applicable vesting date.

Remarks:

	/S/ MARC D. OLIN	01/17/2014
	** 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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