Cafepress (PRSS) Form 4 CAFEPRESS / Fred E. Durham III ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Durham Fred E. III

(Last) (First) (Middle)

11909 SHELBYVILLE ROAD

(Street)

LOUISVILLE KY 40243

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAFEPRESS INC. [ PRSS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/08/2018		U		3,201,306	D	$1.48	283,948	D
Common Stock	11/09/2018		A		467,779	A	$0(1)	751,727	D
Common Stock	11/09/2018		D		751,727	D	$1.48	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option ISO (right to buy)	$5.58	11/09/2018		D			98,615	(2)	08/03/2019	Common Stock	98,615	$0(3)	0	D
Stock Option NQ (right to buy)	$5.07	11/09/2018		D			27,442	(2)	08/03/2021	Common Stock	247,442	$0(3)	0	D
Stock Option (right to buy)	$4.3	11/09/2018		D			243,000	(2)	05/15/2022	Common Stock	243,000	$0(3)	0	D
Stock Option (right to buy)	$3.13	11/09/2018		D			224,000	(2)	03/10/2027	Common Stock	224,000	$0(3)	0	D
Stock Option (right to buy)	$1.46	11/09/2018		D			122,500	(2)	05/01/2028	Common Stock	122,500	$0(3)	0	D

Explanation of Responses:

1. Shares acquired upon the conversion of outstanding options to purchase shares of Company's common stock into RSUs on a 2-for-one basis in connection with the acquisition of CafePress by Snapfish, LLC.

2. The option provided for the following vesting: over four years, with 1/4th of the shares subject to the option vesting on the first anniversary of the date of grant and the remaining vesting in equal monthly installments thereafter over the subsequent three years.

3. Disposed of upon conversion of outstanding options to purchase shares of Companys common stock into RSUs on a 2-for-one basis in connection with the acquisition of CafePress by Snapfish, LLC.

Remarks:

	/s/Bridgett Gatewood, By power of attorney for Fred E. Durham, III	11/09/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.