Pitney Bowes (PBI) Form 4 PITNEY BOWES / Mark Shearer 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^*

Shearer Mark

(Last) (First) (Middle)

3001 SUMMER STREET

(Street)

STAMFORD CT 06926

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PITNEY BOWES INC /DE/ [ PBI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP & Pres SMB Mail Sol

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2016

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	02/09/2016		A		5,742	A	$0.00	40,830.1222	D
Common Stock	02/09/2016		F		2,176	D	$16.79	38,654.1222	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
Restricted Stock Units	(1)	02/08/2016		A		15,458		(2)	(2)	Common Stock	15,458	$16.82	46,974	D
Performance Stock Units	(3)	02/08/2016		A		46,373		(4)	(4)	Common Stock	46,373	$16.82	133,732	D
Stock Option	(5)	02/08/2016		A		91,873		02/08/2017	02/08/2026	Common Stock	91,873	$0.00	91,873	D
Restricted Stock Units	$0.00	02/09/2016		M			5,742	02/09/2016(6)	(6)	Common Stock	5,742	$0.00	11,484	D

Explanation of Responses:

1. Each unit represents a contingent right to receive one share of Pitney Bowes common stock.

2. Each unit represents a contingent right to receive one share of Pitney Bowes common stock that will vest in three (3) equal annual installments.

3. Each performance stock unit represents a contingent right to receive Pitney Bowes common stock based upon pre-determined performance factors.

4. The performance stock units (PSUs) represent a contingent right to receive Pitney Bowes common stock with a 3 year cliff vesting. The shares that will vest are based on the pre-established performance standards set by the Board upon making each award, and could result in more of less shares being issued at the time of the vesting due to the pre-established performance standards. Depending on financial performance, the resulting number of shares released can range from zero to a maximum of 200% of grant.

5. The grant price for the stock option was calculated at 100% of the closing price on February 8, 2016 which was $16.82

6. The first of three vesting traunches vested, leaving 5,742 to vest on 2/14/2017 and 5,742 to vest on 2/13/2018.

Remarks:

	Laurie Bellocchio - POA Mark Shearer	02/10/2016
	** 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).
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