Item 5. Other Information
Item 5. Other Information
On September 9, 2024, Robert Keane, our Founder, Chairman and Chief Executive Officer, adopted a plan for the sale of Cimpress ordinary shares that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the "Original Plan"). The Original Plan provided for the sales, on the dates and at the prices set forth in the Original Plan, of up to 35,000 ordinary shares held by Mr. Keane as of the date of the Original Plan adoption. The Original Plan was scheduled to expire on August 1, 2025.
On December 12, 2024, Mr. Keane adopted an amendment to the Original Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the "Amended Plan"). The Amended Plan provides for the sales, on the dates and at the prices set forth in the Amended Plan, of up to 102,000 ordinary shares held by Mr. Keane as of the date of the Amended Plan adoption. The Amended Plan expires on November 1, 2025.
On September 9, 2024, Maarten Wensveen, our Executive Vice President and Chief Technology Officer, adopted a plan for the sale of Cimpress ordinary shares that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). The plan provides for the sales, on the dates and at the prices set forth in the plan, of up to 22,830 ordinary shares held by Mr. Wensveen as of the date of the plan adoption. Mr. Wensveen's plan expires on September 9, 2025.
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Item 6. Exhibits and Financial Statement Schedules
Exhibit No. Description
10.1 Amendment No. 4, dated as of December 16, 2024, among Cimpress plc ("Cimpress"), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., Vistaprint Netherlands B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”); Cimpress' subsidiaries that guaranty the Borrowers' obligations; the financial institutions listed on the signature pages thereof; and JPMorgan Chase Bank N.A., as administrative agent (the “Administrative Agent”), to the senior secured Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, as further amended and restated as of May 17, 2021, as further amended effective as of July 1, 2023, as further amended as of May 15, 2024, and as further amended as of September 26, 2024 among the Borrowers, the lenders named therein, and the Administrative Agent
10.2 2020 Equity Incentive Plan, as amended is incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 25, 2024.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
January 31, 2025 Cimpress plc
By: /s/ Sean E. Quinn
Sean E. Quinn
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.