CPI Card (PMTS) Form 3 CPI Card / Kevin Patrick OBrien ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

OBrien Kevin Patrick

(Last) (First) (Middle)

C/O CPI CARD GROUP INC.

10026 W. SAN JUAN WAY, SUITE 200

(Street)

LITTLETON CO 80127

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2018

3. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [ PMTS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	03/22/2018(1)	03/22/2027	Common Stock	1,320	21.75	D
Restricted Stock Units	(2)	(2)	Common Stock	203	(3)	D
Cash Performance Units	(4)	03/22/2020	Common Stock	8,928	(4)	D
Stock Option (Right to Buy)	09/25/2018(5)	09/25/2027	Common Stock	2,475	5.25	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. Approximately one-third (1/3) of the original options awarded will vest on each of the first, second, and third anniversaries of the March 22, 2017 award date.

2. On March 22, 2017, the reporting person was granted 203 restricted stock units, vesting on the third anniversary of the grant date.

3. Each restricted stock unit represents the right to receive one CPI Card Group Inc. common share upon vesting of such restricted stock unit.

4. On March 22, 2017, the reporting person was granted 13,406 cash performance units. The cash performance units are performance-based awards that will settle in cash, in an amount between 50% and 200% of the target award value, based on the performance of the Company's stock price during each of three performance sub-periods (from the grant date through each of the first, second and third anniversaries of the grant date). On March 22, 2018, 4,478 of the cash performance units vested.

5. Date at which first vesting occurs is indicated. Approximately one-third (1/3) of the original options awarded will vest on each of the first, second, and third anniversaries of the September 25, 2017 award date.

	/s/ Sarah J. Kilgore, by Power of Attorney	04/03/2018
	** 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 5 (b)(v).
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