Muir William D JR Form 4 ELECTRONICS FOR IMAGING / WILLIAM D MUIR JR 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

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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^*

MUIR WILLIAM D JR

(Last) (First) (Middle)

6750 DUMBARTON CIRCLE

(Street)

FREMONT CA 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)

X	Director	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

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
Restricted Stock Unit (RSU)	(1)	11/08/2018		A		47,288		(2)	(2)	Common Stock	47,288	$0	47,288	D
Restricted Stock Unit (RSU)	(1)	11/08/2018		A		47,288		(3)	(3)	Common Stock	47,288	$0	47,288	D
Restricted Stock Unit (RSU)	(1)	11/08/2018		A		25,220		(4)	(4)	Common Stock	25,220	$0	25,220	D
Restricted Stock Unit (RSU)	(1)	11/08/2018		A		37,831		(5)	(5)	Common Stock	37,831	$0	37,831	D

Explanation of Responses:

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

2. The award is scheduled to vest, if, within three years of the grant date, the average per-share closing price of the Company's common stock for 60 consecutive trading days is equal to or greater than certain targets, as follows: one-third will vest if the average per-share closing price is equal to or greater than $38.00, one-third will vest if the average per-share closing price is equal to or greater than $42.50, and one-third will vest if the average per-share closing price is equal to or greater than $47.00, in each case subject to the reporting person's continued employment with the Company through the applicable vesting dates and provided that no portion of this award will vest before the one-year anniversary of the grant date.

3. A tranche of this award is scheduled to vest contingent on the Company's achievement of specified levels of growth in revenue and revenue growth relative to a subset of companies from the Nasdaq composite index for each of the fiscal years ending December 31, 2019, December 31, 2020, and December 31, 2021. A second tranche of this award is scheduled to vest contingent on the Company's achievement of specified levels of growth in earnings per share relative to growth of cash from operations relative to non-GAAP operating income growth, for each of the fiscal years ending December 31, 2019, December 31, 2020, and December 31, 2021. The target number of restricted stock units subject to the award is reported in the table above. Subject to the performance-based vesting requirements and the reporting person's continued employment through the applicable vesting date, the award will vest between 0% and 150% of the target number of units.

4. This award is scheduled to vest with respect to 100% the award on November 8, 2019, subject to the reporting person's continued employment with the Company through the applicable vesting date and that the reporting person has relocated to the San Francisco Bay Area by October 22, 2019.

5. This award is scheduled to vest with respect to two-thirds of the award on November 8, 2020, and with respect to one-third of the award on November 8, 2021 subject to the reporting person's continued employment with the Company through the applicable vesting dates.

Remarks:

	/s/ William Muir	11/09/2018
	** Signature of Reporting Person	Date
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