Vistaprint 2010 Annual Report Download - page 112

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Proxy Statement
(2) For each person or entity in the table above, the “Number of Shares Beneficially Owned” column may
include ordinary shares attributable to the person or entity because of that holder’s voting or investment
power or other relationship. The number of ordinary shares beneficially owned by each person or entity
included in the table above is determined under rules promulgated by the SEC. Under these rules, a per-
son or entity is deemed to have “beneficial ownership” of any shares over which that person or entity has
or shares voting or investment power, plus any shares that the person or entity may acquire within 60 days
of the date established for the purpose of determining ownership, including through the exercise of share
options or through the vesting of restricted share units. Unless otherwise indicated, each person or entity
referenced in the table has sole voting and investment power over the shares listed or shares such power
with his or her spouse. The inclusion in the table of any shares, however, does not constitute an admis-
sion of beneficial ownership of those shares by the named shareholder.
(3) The percentage ownership for each shareholder on September 15, 2010 is calculated by dividing (1) the
total number of shares beneficially owned by the shareholder by (2) 43,954,793, the number of ordinary
shares outstanding on September 15, 2010, plus any shares issuable to the shareholder within 60 days
after September 15, 2010 (i.e., November 14, 2010), including restricted share units that vest and share
options that are exercisable on or before November 14, 2010.
(4) This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on Sep-
tember 10, 2010.
(5) This information is based solely upon a Schedule 13G/A that the shareholder filed with the SEC on Feb-
ruary 16, 2010.
(6) This information is based solely upon a Schedule 13G that the shareholder filed with the SEC on Febru-
ary 12, 2010.
(7) Includes an aggregate of (i) 1,720,769 shares held by irrevocable discretionary trusts and other entities
established for the benefit of Mr. Keane and/or members of his immediate family, or the Trusts,
(ii) 67,381 shares held by a charitable entity established by Mr. Keane and his spouse, and
(iii) 1,360,914 shares that the Trusts have the right to acquire under share options and restricted share
units that vest on or before November 14, 2010. Trustees who are independent of Mr. Keane and/or his
spouse hold exclusive voting and investment power with respect to the ordinary shares owned by the
Trusts and the ordinary shares issuable pursuant to share options and restricted share units held by the
Trusts; Mr. Keane and his spouse do not hold such power with respect to the Trusts. Mr. Keane and his
spouse share voting and investment power with respect to the shares held by the charitable entity.
Mr. Keane and his spouse disclaim beneficial ownership of the shares, share options and restricted share
units held by the Trusts and the charitable entity except to the extent of their pecuniary interest therein.
(8) Includes 63,049 shares that Ms. Cebula has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(9) Includes 22,542 shares that Mr. Giannetto has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(10) Includes 24,228 shares that Ms. Holian has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(11) Includes 24,766 shares that Mr. Gavin has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(12) Includes 11,050 shares that Mr. Gyenes has the right to acquire under share options and restricted share
units that vest on or before November 14, 2010.
(13) Includes 41,748 shares that Mr. Overholser has the right to acquire under share options and restricted
share units that vest on or before November 14, 2010.
(14) Consists of (i) 203,838 shares held by Window to Wall Street, Inc., of which Mr. Page is President;
(ii) 4,000 shares held in custodial accounts for the benefit of Mr. Page’s minor children; and
(iii) 12,748 shares that Mr. Page has the right to acquire under share options and restricted share units
that vest on or before November 14, 2010. Mr. Page disclaims beneficial ownership of the shares held by
7