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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (2) | 02/13/2018 | M | 9,216 | 02/13/2018(3) | (3) | Common Stock | 9,216 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (2) | 02/13/2018 | M | 10,132 | 02/13/2018(4) | (4) | Common Stock | 10,132 | $ 0 | 10,132 | D | ||||
| Restricted Stock Units | (2) | 02/13/2018 | M | 7,927 | 02/13/2018(5) | (5) | Common Stock | 7,927 | $ 0 | 7,927 | D | ||||
| Restricted Stock Units | (2) | 02/13/2018 | M | 8,834 | 02/13/2018(6) | (6) | Common Stock | 8,834 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Monahan Michael 3001 SUMMER STREET STAMFORD, CT 06926 |
EVP & Chief Operating Officer | |||
| /s/ George Brereton - POA for Michael Monahan | 02/15/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents 9,216 shares of performance stock units that vested on February 13, 2018 upon the satisfaction of pre-established performance standards. The remaining 26,893 shares represent the settlement of restricted stock units upon vesting of such units granted in February 2015, 2016 and 2017. |
| (2) | Each unit represents a contingent right to receive one share of Pitney Bowes common stock. |
| (3) | 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 market-based and nonmarket-based factors, such as achievement of pre-established financial metrics, the resulting number of shares released can range from zero to 200% of the grant, subject to the per individual share grant limit imposed by the Stock Plan. |
| (4) | The first vesting of three tranches vesting. |
| (5) | The second vesting of three tranches vesting. |
| (6) | The final vesting of three tranches vesting. |