SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        January 17, 2014

Via E-mail
Ernst J. Teunissen
Chief Financial Officer
Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Vistaprint N.V .
 Form 10-K for the fiscal year ended June 30, 201 3
Filed  August 1 5, 2013
Form 10 -Q for the fiscal quarter ended September 30, 2013
Filed October 30, 2013
 File No.  000-51539

Dear  Mr. Teunissen :

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may b etter understand your
disclosure.

Please respond to this letter within ten business  days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and c ircumstances, please tell us why in your response .

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
31

Results of Operations, page 37

1. We note that as part of your discussion on revenue and the changes in revenue between
periods, you include a discussion of the changes in revenue by operating segment.  Please
revise to discuss and analyze all results of operations by the operating segments disclosed

Ernst J. Teunissen
Vistaprint N.V .
January 17, 2014
Page 2

 in Note 15 to the financial statements.  For example, please discuss and analyze cost of
sales or operating income separately for each segment.

2. Please ex pand your discussion of cost of revenue to quantify and discuss the significant
cost components within this broad category, such as labor, product costs, product
development costs, overhead, and any other significant components that would enable
readers to  understand your business  better.  For example, you state that cost of revenues
decreased as a percentage of total revenue due to improved overhead absorption as a
result of higher product sales, increased labor and production efficiency, improvements in
your materials sourcing, and better pricing of your products, offset in part by a $1.4
million benefit from a non -cash gain related to a free piece of equipment, but you do not
quantify these changes or provide the actual cost figures necessary to put these  changes in
proper context.  Also, please discuss the increase in cost of revenue for 2013 as compared
to 2012 based on actual dollar amounts.

Financial Statements, page 48

Notes to Consolidated Financial Statements, page 56

2. Summary of Significant A ccounting Policies, page 56

Software and Web Site Development Costs, page 57

3. We note your disclosure that as of July 1, 2012 you revised the estimated useful life of
your capitalized software and w ebsite developments costs from two to three  years and the
change increased your pre -tax income for fiscal year ended June 30, 2013 by
approximately $2.7 million  when compared to the historical estimated useful life.  Please
tell us and revise to disclose the effect on net income and earnings per share for 2013 , as
required by ASC 250 -10-50-4.

10. Debt, page 71

4. We not e from page 71 that you amended and restated  your credit agreement on February
8, 2013 and that such agreement contains limitations on your ability to purchase your
own shares.  We further note from  page 29 that during April 2013, subsequent to the
restatement  of your credit agreement, you purchased 613,000 shares of your stock.  In
this regard, please tell us whether the purchase of these shares resulted in violations of
your debt covenants.  To the  extent any such violations did or did not occur, please
explain why.  We may have further comment upon receipt of your response.

Ernst J. Teunissen
Vistaprint N.V .
January 17, 2014
Page 3

 Form 10 -Q for the Quarter Ended September 30, 2013

Management’s Discussion and Analysis  of Financial Condition and Results of Operations, page
19

Contractual Obligations, page 27

5. We note your disclosure that in July 2013, you executed a lease for an eleven -year term
to move your Lexington, Massachusetts operations to a new facility in Walt ham,
Massachusetts, that is expected to commence in the second half of calendar 2015 .  We
also note that the table of contractual obligations includes the lease payments associated
with your current lease but no future lease payments associated with the new facility as
the lease is contingent on certain future events.  Please tell us and revise to disclose the
nature and terms of these contingent events.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the fili ng to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require .  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy and
adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if
you have questions regarding comments on the financial  statements and r elated matters.  Please
contact me at 202 -551-3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief