SecProbe.io

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 March 8, 2025

Sean E. Quinn
Chief Financial Officer
Cimpress plc
First Floor Building 3
Finnabair Business and Technology Park A91 XR61
Dundalk, Co. Louth, Ireland

 Re: Cimpress plc
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Filed August 9, 2024
 Form 8-K Furnished January 29, 2025
 File No. 001-39148
Dear Sean E. Quinn:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
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</DOCUMENT>

CORRESP
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March 6, 2025

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Stephany Yang

Claire Erlanger

Re:    Cimpress plc

    Form 10-K for the Fiscal Year Ended June 30, 2024

    Filed August 9, 2024

    Form 8-K Furnished January 29, 2025

    File No. 001-39148

Ladies and Gentlemen:

Cimpress plc submits this letter in response to the comments regarding the above-referenced Form 10-K and Form 8-K contained in your letter dated February 21, 2025. For reference, Staff comments are reproduced below in italics, followed by our responses in standard type.

Form 10-K for the Fiscal Year Ended June 30, 2024

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations, page 30

1.Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor contributed to the overall change in that line item, including any offsetting factors. In addition, where you identify intermediate causes of changes in your operating results, also describe the reasons underlying the intermediate causes. We note your disclosures that the changes in segment revenue and consolidated cost of revenue from fiscal year 2023 to fiscal year 2024 were due to various factors. To the extent possible, quantify the impact of each contributing factor in dollars and/or percentage, expand on the reasons driving these changes, and provide greater transparency into the material components and potential variability of your segment revenue and consolidated cost of revenue.

Response:

We acknowledge the Staff's comment and, beginning with our Form 10-Q for the quarter ending March 31, 2025 and in future filings, we will include as part of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations additional disclosure further describing and quantifying material contributors and offsetting factors to changes in financial statement line items between periods to enhance its discussion, in order to provide greater transparency into the material components and potential variability of the line items segment revenue and consolidated cost of revenue, to the extent such information is available and appropriate to enhance investors' understanding of the magnitude and relative impact of each contributor. For illustrative purposes, we have included below sample revised disclosure for selected excerpts of the Form 10-K for the fiscal year ended June 30, 2024:

Consolidated Revenue

Our businesses generate revenue primarily from the sale and shipment of customized products. We also generate revenue, to a much lesser extent (and primarily in our Vista business), from digital services, graphic design services, website design and hosting, and social media marketing services, as well as a small percentage of revenue from order referral fees and other third-party offerings.

[Revenue and revenue growth tables have been omitted for purposes of this sample disclosure.]

For the year ended June 30, 2024, the reported revenue growth of $212.2 million was due to growth across all of our segments, which included $46.9 million of positive effects from currency exchange rate fluctuations as compared to the prior fiscal year. Excluding the effect of changes in currency exchange rates, the largest increase in reported revenue was from our Vista business with $117.6 million of incremental external revenue in fiscal 2024 due to increases in new and repeat customers, as well as higher revenue per customer. In addition, Vista revenue was higher year over year across all major markets, with the most significant growth in sales of signage and promotional products, apparel and gifts. Our PrintBrothers reportable segment also contributed $38.4 million of increased external revenue, excluding the effect of changes in currency exchange rates, primarily driven by continued order volume and customer growth, partially offset by customers purchasing lower quantities in certain product categories.

For additional discussion relating to segment revenue results, refer to the "Reportable Segment Results" section included below.

Consolidated Cost of Revenue

Cost of revenue includes materials used by our businesses to manufacture their products, payroll and related expenses for production and design services personnel, depreciation of assets used in the production process and in support of digital marketing service offerings, shipping, handling and processing costs, third-party production and design costs, costs of free products, and other related costs of products our businesses sell.

[Cost of revenue table omitted for purposes of this sample revised disclosure.]

For the year ended June 30, 2024, cost of revenue increased by $54.4 million year over year, partially driven by unfavorable changes in currency exchange rates of $27.3 million. In addition, cost of revenue increased $25.6 million in our Vista business, excluding the effect of currency exchange rate fluctuations, driven by higher production and shipping costs due to volume growth and product mix shifts and was offset in part by savings that resulted from the March 2023 cost reduction actions. In addition, cost of revenue increased $11.8 million in our PrintBrothers reportable segment, when excluding the effect of currency, driven by increased third-party production costs primarily as a result of order volume growth described above. These cost increases were partially offset by lower cost of revenue in our The Print Group reportable segment of $7.9 million, excluding the effect of currency exchange rate fluctuations, as compared to the prior fiscal year, due to lower input costs and production efficiency gains. These items supported a reduction to cost of revenue as a percent of revenue as compared to the prior year.

Additional Non-GAAP Financial Measures, page 39

2.We note your reconciliation of the non-GAAP financial measure, adjusted EBITDA, uses operating income as the starting point for reconciling the adjusted EBITDA. Please refer to Question 103.02 of the Staff's Compliance and Disclosure Interpretation on Non-GAAP Financial

Measures ("Non-GAAP C&DIs") and modify your reconciliations in future filings accordingly. The comment also applies to your earnings releases and other public disclosures, such as investor presentations.

3.We also note that the bullet points at the top of page 29 disclose adjusted EBITDA without presenting the most directly comparable GAAP measure with equal or greater prominence. Please confirm net income (loss) is the most directly comparable GAAP measure and present it with equal or greater prominence in future filings. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Questions 102.10(a) and 103.02 of the Non-GAAP C&DIs. The comment also applies to your earnings releases.

Response:

We acknowledge the Staff's comments, confirm that net income (loss) is the most directly comparable GAAP measure to our non-GAAP financial measure of Adjusted EBITDA on a consolidated basis, and will in future filings, earnings releases and other public disclosures (such as investor presentations), as applicable, beginning with our Form 10-Q and earnings release for the quarter ending March 31, 2025, present it as such with equal or greater prominence and present our reconciliations for Adjusted EBITDA on a consolidated basis using net income (loss) as the starting point. For illustrative purposes, we have included below sample revised disclosure for selected excerpts of the Form 10-K for the fiscal year ended June 30, 2024:

Additional Non-GAAP Financial Measures

Adjusted EBITDA and adjusted free cash flow presented below, and constant-currency revenue growth and constant-currency revenue growth excluding acquisitions/divestitures presented in the consolidated results of operations section above, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. Adjusted EBITDA is defined as net income (loss) plus income tax (benefit) expense plus loss (gain) on early extinguishment of debt plus interest expense, net plus other income, net plus depreciation and amortization plus share-based compensation expense plus earn-out related charges plus certain impairments plus restructuring related charges less the gain or loss on purchase or sale of subsidiaries as well as the disposal of assets. In addition, adjusted EBITDA includes the impact of certain items that are recognized in other income, net which includes realized gains or losses on currency derivatives that are intended to hedge our adjusted EBITDA exposure to foreign currencies for which we do not apply hedge accounting, as well as proceeds from insurance recoveries.

[We have omitted certain paragraphs for purposes of this sample revised disclosure.]

The table below sets forth net income (loss) and adjusted EBITDA for the years ended June 30, 2024, 2023, and 2022:

In thousands Year Ended June 30,

 2024  2023  2022

Net income (loss) $ 177,808    $ (185,715)   $ (50,570)

Exclude expense (benefit) impact of:

Income tax (benefit) expense (49,362)  155,493  59,901

Loss (gain) on early extinguishment of debt

 666  (6,764)  0

Interest expense, net

 119,822  112,793  99,430

Other income, net

 (1,583)  (18,498)  (61,463)

Depreciation and amortization 151,764    162,428    175,681

Share-based compensation expense 65,584    39,682    49,766

Certain impairments and other adjustments 1,154    6,932    -9,709

Restructuring-related charges 423    43,757    13,603

Include certain items that are a part of other income, net:

Realized gains on currency derivatives intended to hedge adjusted EBITDA

 2,406    29,724    4,424

Adjusted EBITDA $ 468,682    $ 339,832    $ 281,063

Notes to the Audited Financial Statements

Note 13. Income Taxes , page 82

4.We note your disclosure that in 2024 you recognized a tax benefit of $ 105,765 on the partial release of the valuation allowance in Switzerland as compared to tax expense of $ 116,694 in the year ended June 30, 2023 to increase the valuation allowance in Switzerland. We further note your disclosure that after considering all available evidence, including the recent history of strong earnings from core operations in Switzerland and the expectation of future taxable income, management concluded it is more likely than not that the recognized deferred tax assets are realizable and reduced the valuation allowance accordingly. Please explain to us in further detail why you believe it was appropriate to increase the valuation allowance in 2023 only to release most of the balance during 2024.

Response:

Before responding to the specific question, we've provided additional background on the specifics of the deferred tax assets that we have in Switzerland. Vista, our largest business, historically benefited from a Mixed Company ruling from the Canton of Zurich, Switzerland that provided for a substantial reduction in the cantonal tax rate. In October 2019, the Canton of Zurich enacted tax law changes that would have abolished the benefit of Vista’s Mixed Company ruling as of July 1, 2020. On January 27, 2020, the Canton of Zurich approved a new ruling for Vista effective as of January 1, 2020 and covering the next 10 years. Under the terms of this ruling, Vista received a preferential tax rate from January 1, 2020 through December 31, 2024 and then Vista is entitled to a one-time “step-up” for tax amortizable goodwill that can be amortized over a 5-year period from January 1, 2025 through December 31, 2029, equal to the amount of the future tax benefit that Vista would have received under its Mixed Company ruling, provided that the amortization cannot offset more than 70% of the cantonal taxable income in any year. Any amount of amortizable goodwill not used during this period will expire after December 31, 2029. We recorded a deferred tax asset related to this tax amortizable goodwill step-up (referred to as the Swiss Tax Reform deferred tax asset) during the quarter ended December 31, 2019 (Q2 fiscal year 2020). In addition, we had deferred tax assets related to Swiss tax losses that have a seven-year carryforward period. The tax losses were generated from tax amortization in prior years.

Our Swiss legal entity has a history of significant earnings and this entity generated profits in both fiscal years 2020 and 2021. During fiscal year 2022, our Swiss legal entity generated a loss primarily due to increased investment in our Vista business, the negative impact of unanticipated cost inflation, and the unforeseen lingering negative impacts of the pandemic. However, our Swiss legal entity maintained a three-year cumulative profit for fiscal years 2020-2022.

During the quarter ended December 31, 2022 (Q2 fiscal year 2023), we established a full valuation allowance on the Swiss Tax Reform deferred tax assets primarily due to an unexpected and significant miss to our plan in what is typically the seasonally high quarter for revenue and profits for our Vista business. Our updated projections showed that our Swiss entity would be in a 3-year cumulative loss for fiscal years 2021-2023. The path to, and extent of, returning to profitability in our Swiss legal entity at that point was largely dependent on planned restructuring actions that were to be implemented in the second half of fiscal year 2023, but at that point the plans were not complete or approved. While our forecasts have historically been reasonably accurate, in determining the need for a valuation allowance in Q2 of fiscal year 2023 we did not consider the future cost savings of restructurings until those savings were actually realized because the projected savings were not objective and verifiable at that point in time. The continued downward trend and recent losses were determined to outweigh our ability to rely on forecasted profitability for our valuation allowance analysis and we determined we could no longer support realization of our Swiss attributes and recorded a full valuation allowance in Q2 of fiscal year 2023.

In June 2024 (Q4 fiscal year 2024), we partially released the valuation allowance on the Swiss Tax Reform deferred tax assets and we released the full valuation allowance on the deferred tax assets relating to Swiss tax losses due to a significant shift in our positive and negative evidence that was considered in the valuation allowance analysis. Due in part to the restructuring actions that had now been successfully implemented and were positively impacting results, as well as revenue growth, we returned to profitability in our Swiss legal entity during fiscal year 2024 and returned to a three-year cumulative profit position for fiscal years 2022-2024. Given the Swiss entity experienced losses in fiscal years 2022 and 2023, we didn’t heavily weight fiscal year 2024 forecasted profits and waited until we achieved a full fiscal year of profitability before considering a valuation allowance release. Note that actual results for fiscal year 2024 exceeded our forecasted profitability. Also, during fiscal year 2024 we were able to utilize part of the federal tax losses that were previously reserved. Our forecasted profitability for fiscal year 2025 and beyond supported our ability to benefit a substantial amount of the Swiss Tax Reform deferred tax assets through December 31, 2029. Given the return to profitability as of June 30, 2024, we re-evaluated the weight assigned to our future forecasts, now supported by recent actual profits, and determined we should partially release the previously established valuation allowance.

Our valuation allowance assessments weigh both positive and negative evidence. ASC 740-10-30-23 stat

February 21, 2025
Sean E. Quinn
Chief Financial Officer
Cimpress plc
First Floor Building 3
Finnabair Business and Technology Park A91 XR61
Dundalk, Co. Louth, Ireland
Re:Cimpress plc
Form 10-K for the Fiscal Year Ended June 30, 2024
Filed August 9, 2024
Form 8-K Furnished January 29, 2025
File No. 001-39148
Dear Sean E. Quinn:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.

February 21, 2025
Page 2
Form 10-K for the Fiscal Year Ended June 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Consolidated Results of Operations, page 30
1.Where you describe two or more business reasons that contributed to a material
change in a financial statement line item between periods, please quantify, where
possible, the extent to which each factor contributed to the overall change in that line
item, including any offsetting factors. In addition, where you identify intermediate
causes of changes in your operating results, also describe the reasons underlying the
intermediate causes. We note your disclosures that the changes in segment revenue
and consolidated cost of revenue from fiscal year 2023 to fiscal year 2024 were due to
various factors. To the extent possible, quantify the impact of each contributing factor
in dollars and/or percentage, expand on the reasons driving these changes, and provide
greater transparency into the material components and potential variability of your
segment revenue and consolidated cost of revenue.
Additional Non-GAAP Financial Measures, page 39
2.We note your reconciliation of the non-GAAP financial measure, adjusted EBITDA,
uses operating income as the starting point for reconciling the adjusted EBITDA.
Please refer to Question 103.02 of the Staff's Compliance and Disclosure
Interpretation on Non-GAAP Financial Measures ("Non-GAAP C&DIs") and modify
your reconciliations in future filings accordingly. The comment also applies to your
earnings releases and other public disclosures, such as investor presentations.
3.We also note that the bullet points at the top of page 29 disclose adjusted EBITDA
without presenting the most directly comparable GAAP measure with equal or greater
prominence. Please confirm net income (loss) is the most directly comparable GAAP
measure and present it with equal or greater prominence in future filings. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Questions 102.10(a) and 103.02 of the
Non-GAAP C&DIs. The comment also applies to your earnings releases.
Notes to the Audited Financial Statements
Note 13. Income Taxes , page 82
4.We note your disclosure that in 2024 you recognized a tax benefit of $ 105,765 on the
partial release of the valuation allowance in Switzerland as compared to tax expense
of $ 116,694 in the year ended June 30, 2023 to increase the valuation allowance in
Switzerland.  We further note your disclosure that after considering all available
evidence, including the recent history of strong earnings from core operations in
Switzerland and the expectation of future taxable income, management concluded it is
more likely than not that the recognized deferred tax assets are realizable and reduced
the valuation allowance accordingly.  Please explain to us in further detail why you
believe it was appropriate to increase the valuation allowance in 2023 only to release
most of the balance during 2024.
Form 8-K Furnished January 29, 2025

February 21, 2025
Page 3
Exhibit 99.1, page 7
5.Although we note that EBITDA at the segment level represents a required ASC
280 measure, please note that the measure on a total combined basis represents a non-
GAAP measure. Accordingly, if you continue to present such measure outside of your
consolidated financial statements, such as your disclosure on page 7 of your earnings
release, please label it as a non-GAAP financial measure and ensure that your
presentation and disclosures comply with non-GAAP rules, including
Item 10(e) of Regulation S-K and the Non-GAAP C&DI's. Please note, for example,
that the measure generally should not exclude normal, recurring, cash operating
expenses necessary to operate your business.
6.We note your disclosure of adjusted EBITDA margin before you present and discuss
the most directly comparable GAAP measure. Please ensure you present the most
directly comparable GAAP measure with equal or greater prominence as required by
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP
C&DI's.
7.We note your disclosures of contribution profit and contribution margin on page 9 and
net leverage ratios on page 11, which appear to be non-GAAP measures. Please
ensure that your presentation and disclosures comply with non-GAAP rules, including
Item 10(e) of Regulation S-K and the Non-GAAP C&DI's.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 17, 2019
Sean E. Quinn
Chief Financial Officer
Cimpress N.V.
Building D, Xerox Technology Park
Dundalk, Co. Louth
Ireland
Re:Cimpress N.V.
Form 10-K for the Fiscal Year Ended June 30, 2018
Filed August 10, 2018
File No. 000-51539
Dear Mr. Quinn:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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July 12, 2019

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Beverly Singleton and Mr. Andrew Mew

Re:     Cimpress N.V.

Form 10-K for the Fiscal Year Ended June 30, 2018

Filed August 10, 2018

Form 10-Q for the Quarterly Period Ended March 31, 2019

Filed May 2, 2019

File No. 000-51539

Ladies and Gentlemen:

Cimpress N.V. submits this letter in response to the comments regarding the above referenced filing contained in your letter dated July 2, 2019. For your reference, the comments are reproduced in italics with our response set forth below in standard type.

Form 10-K for the Fiscal Year Ended June 30, 2018

Management's Discussions and Analysis of Financial Condition and Results of Operations

Additional Non-GAAP Financial Measures, page 44

1.

 Refer to your discussion of free cash flow. As your computation differs from the typical calculation of free cash flow (i.e., cash flows from operating activities less capital expenditures), please revise your computation or revise the title of this non-GAAP measure so it is not confused with free cash flow as typically calculated, such as adjusted free cash flow. Also expand the narrative to disclose this measure does not represent residual cash flow available for discretionary expenditures. Refer to Item 10(e)(1)(i) of

Regulation S-K and Question No. 102.07 of the Staff's Compliance & Disclosure Interpretations ("C&DIs") of Non-GAAP Financial Measures, updated April 4, 2018.

Response:

Beginning with our Form 10-K and earnings release for the year ended June 30, 2019 and in future filings, we will include additional disclosure by adding the proposed language underlined below:

Additional Non-GAAP Financial Measures

Adjusted free cash flow is the primary financial metric by which we set quarterly and annual budgets both for individual businesses and Cimpress-wide. Adjusted free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs that are included in net cash used in investing activities, plus the payment of contingent consideration in excess of acquisition-date fair value and gains on proceeds from insurance that are included in net cash provided by operating activities, if any. We use this cash flow metric because we believe that this methodology can provide useful supplemental information to help investors better understand our ability to generate cash flow after considering certain investments required to maintain or grow our business, as well as eliminate the impact of certain cash flow items presented as operating cash flows that we do not believe reflect the cash flow generated by the underlying business.

Our adjusted free cash flow measure has limitations as it may omit certain components of the overall cash flow statement and does not represent the residual cash flow available for discretionary expenditures. For example, adjusted free cash flow does not incorporate our cash payments to reduce the principal portion of our debt or cash payments for business acquisitions. Additionally, the mix of property, plant and equipment purchases that we

choose to finance may change over time. We believe it is important to view our adjusted free cash flow measure only as a complement to our entire consolidated statement of cash flows.

The table below sets forth net cash provided by operating activities and adjusted free cash flow for the years ended June 30, 2018, 2017 and 2016:

In thousands

 Year Ended June 30,

 2018

 2017

 2016

Net cash provided by operating activities

 $

 192,332

 $

 156,736

 $

 247,358

Purchases of property, plant and equipment

 (60,930

 )

 (74,157

 )

 (80,435

 )

Purchases of intangible assets not related to acquisitions

 (308

 )

 (197

 )

 (476

 )

Capitalization of software and website development costs

 (40,847

 )

 (37,307

 )

 (26,324

 )

Payment of contingent consideration in excess of acquisition-date fair value (1)

 49,241

 —

 8,613

Proceeds from insurance related to investing activities

 —

 —

 3,624

Adjusted free cash flow

 $

 139,488

 $

 45,075

 $

 152,360

_________________

(1) Includes a portion of the earn-out payment that is presented within net cash provided by operating activities as part of the change in accrued expenses and other liabilities. This portion of the earn-out was deemed to be a compensation arrangement since it included an employment-related contingency. We add back acquisition-related contingent consideration payments because we believe they are material payments directly associated with the acquisition of a business rather than a reflection of cash flow generation of the underlying business.

Form 10-Q for the Quarterly Period Ended March 31, 2019

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page 8

2.

 Please tell us what consideration you gave to whether revenue from your customized manufactured products should be recognized over time. Reference ASC 606-10-25-27(c).

Response:

Cimpress is a strategically focused group of more than a dozen businesses that specialize in mass customization and as such we did consider the guidance under ASC 606-10-25-27(c) when adopting ASC 606 "Revenue from Contracts with Customers" on July 1, 2018. Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers and therefore we recognize revenue at a point in time as we do not meet both of the criteria in ASC 606-10-25-27(c) or either of the other criteria in ASC 606-10-25-27. We will update our disclosures accordingly to provide this information, see the proposed disclosure below.

 3.   Please disclose whether any obligation of returns or refunds exist and, if so, explain the nature of them. Reference ASC 606-10-50-12(d).

Response:

Under the terms of most of our arrangements with our customers, we provide our customers with satisfaction guarantees, in which our customers are provided an option for a refund or reprint over a specified period of time if they are not fully satisfied. We have considered ASC 606-10-32-7, in which the right of return results in variable consideration. A reserve for estimated sales returns and allowances is recorded as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Sales returns have not historically been significant to our net revenue and have been within our estimates. We will update our disclosures accordingly to provide this information, see the proposed disclosure below.

4.    Based on your disclosure it appears you have concluded that shipping services are a separate performance obligation. Please tell us how you determined that shipping revenue should be recognized when control of the related products is transferred to your customer. Reference ASC 606-10-25-18B.

Response:

As permitted under ASC 606-10-25-18B, we elected to account for shipping and handling as activities to fulfill the promise to transfer the good, rather than as a separate performance obligation. We have applied this accounting policy consistently for all revenue streams in which shipping and handling activities are performed after a customer obtains control of the good, with an accrual of the related costs. We will update our disclosures accordingly to make this policy election more transparent.

In order to address the comments above related to revenue recognition, beginning with our Form 10-K for the year ended June 30, 2019 and in future filings, we will include additional disclosure by adding the proposed language underlined below:

Revenue Recognition Policy

We generate revenue primarily from the sale and shipment of customized manufactured products. To a much lesser extent (and only in our Vistaprint business) we provide digital services, website design and hosting, and email marketing services, as well as a small percentage from order referral fees and other third-party offerings. Revenues are recognized when control of the promised products or services is transferred to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services.

Under the terms of most of our arrangements with our customers we provide satisfaction guarantees, which give our customers an option for a refund or reprint over a specified period of time if the customer is not fully satisfied. As such, we record a reserve for estimated sales returns and allowances as a reduction of revenue, based on historical experience or the specific identification of an event necessitating a reserve. Actual sales returns have historically not been significant.

We have elected to recognize shipping and handling activities that occur after transfer of control of the products as fulfillment activities and not as a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation upon the transfer of control of the fulfilled orders, which generally occurs upon delivery to the shipping carrier. If revenue is recognized prior to completion of the shipping and handling activities, we accrue the costs of those activities. We do have some arrangements whereby the transfer of control, and thus revenue recognition, occurs upon delivery to the customer. If multiple products are ordered together, each product is considered a separate performance obligation, and the transaction price is allocated to each performance obligation based on the standalone selling price. Revenue is recognized upon satisfaction of each performance obligation. We generally determine the standalone selling prices based on the prices charged to our customers.

Our products are customized for each individual customer with no alternative use except to be delivered to that specific customer; however, we do not have an enforceable right to payment prior to delivering the items to the customer based on the terms and conditions of our arrangements with customers and therefore we recognize revenue at a point in time.

We record deferred revenue when cash payments are received in advance of our satisfaction of the related performance obligation. The satisfaction of performance obligations generally occur shortly after cash payment and we expect to recognize our deferred revenue balance as revenue within three months subsequent to June 30, 2019.

We periodically provide marketing materials and promotional offers to new customers and existing customers that are intended to improve customer retention. These incentive offers are generally available to all customers and, therefore, do not represent a performance obligation as customers are not required to enter into a contractual commitment to receive the offer. These discounts are recognized as a reduction to the transaction price when used by the customer. Costs related to free products are included within cost of revenue and sample products are included within marketing and selling expense.

We have elected to apply the practical expedient under ASC 340-40-25-4 to expense incremental direct costs as incurred, which primarily includes sales commissions, since our contract periods generally are less than one year and the related performance obligations are satisfied within a short period of time.

If you require additional information, please do not hesitate to contact me at your convenience at 781.652.6887.

Very truly yours,

/s/ Sean E. Quinn

Sean E. Quinn

Executive Vice President and Chief Financial Officer

July 2, 2019
Sean E. Quinn
Chief Financial Officer
Cimpress N.V.
Building D, Xerox Technology Park
Dundalk, Co. Louth
Ireland
Re:Cimpress N.V.
Form 10-K for the Fiscal Year Ended June 30, 2018
Filed August 10, 2018
Form 10-Q for the Quarterly Period Ended March 31, 2019
Filed May 2, 2019
File No. 000-51539
Dear Mr. Quinn:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Additional Non-GAAP Financial Measures, page 44
1.Refer to your discussion of free cash flow.  As your computation differs from the typical
calculation of free cash flow (i.e., cash flows from operating activities less capital
expenditures), please revise your computation or revise the title of this non-GAAP
measure so it is not confused with free cash flow as typically calculated, such as adjusted
free cash flow.  Also expand the narrative to disclose this measure does not represent
residual cash flow available for discretionary expenditures.  Refer to Item 10(e)(1)(i) of
Regulation S-K and Question No. 102.07 of the Staff's Compliance & Disclosure
Interpretations ("C&DIs") of Non-GAAP Financial Measures, updated April 4, 2018.

 FirstName LastNameSean E. Quinn
 Comapany NameCimpress N.V.
 July 2, 2019 Page 2
 FirstName LastName
Sean E. Quinn
Cimpress N.V.
July 2, 2019
Page 2

Form 10-Q for the Quarterly Period Ended March 31, 2019
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 8
2.Please tell us what consideration you gave to whether revenue from your customized
manufactured products should be recognized over time.  Reference ASC 606-10-25-27(c).
3.Please disclose whether any obligations for returns or refunds exist and, if so, explain the
nature of them. Reference ASC 606-10-50-12(d).
4.Based on your disclosure it appears you have concluded that shipping services are a
separate performance obligation.  Please tell us how you determined that shipping revenue
should be recognized when control of the related products is transferred to your customer.
Reference ASC 606-10-25-18B.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Andrew Mew at (202) 551-
3377 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561

March 16, 2017

Sean Quinn
Chief Financial Officer
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Cimpress N.V.
 Form 10-K for the Fiscal Year Ended June 30, 2016
Filed August 12, 2016
File No. 000 -51539

Dear Mr. Quinn :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Accounting Branch Chief
Office of Transportation and Leisure

CORRESP
1
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		Document

February 28, 2017

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Melissa Raminpour, Accounting Branch Chief

Re:     Cimpress N.V.

Form 10-K for the Fiscal Year Ended June 30, 2016

Filed August 12, 2016

File No. 000-51539

Ladies and Gentlemen:

Cimpress N.V. submits this letter in response to the comments regarding the above referenced filing contained in your letter dated February 16, 2017. For your reference, the comments are reproduced in italics with our response set forth below in standard type.

Form 10-K for the Fiscal Year Ended June 30, 2016

Non-GAAP Financial Measure, page 46

1.

 Your disclosure states that Adjusted net operating profit after tax (NOPAT) is the primary metric by which you measure consolidated financial performance and that it is intended to supplement investors’ understanding of your operating results. Item 10(e)(1)(i)(C) of Regulation S-K requires a statement disclosing the reasons why you believe that the presentation of a non-GAAP financial measure provides useful information to investors regarding your financial condition and results of operations, not how your management uses the information. Please revise your discussion to provide a more detailed description of how your non-GAAP measures are useful to investors. Please provide us with your proposed revised disclosure. We have similar concerns regarding your disclosure for non-GAAP measures presented in your earnings releases.

Response:

We respectfully acknowledge the Staff's comment, and beginning with our Form 10-Q and earnings release for the quarter ending March 31, 2017 and in future filings, we will include additional disclosure by adding the sample language underlined below:

Non-GAAP Financial Measure

Adjusted net operating profit after tax (NOPAT) presented below is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. This metric is the primary metric by which we measure our consolidated financial performance and is intended to supplement investors' understanding of our operating results. Adjusted NOPAT is defined as GAAP operating income excluding certain items such as acquisition-related amortization and depreciation, expense recognized for earn-out related charges, including the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment, share-based compensation related to investment consideration, certain impairment expense and restructuring charges. The interest expense associated with our Waltham lease, as well as realized gains (losses) on currency forward contracts that do not qualify for hedge accounting, are included in adjusted NOPAT.

This non-GAAP financial measure is provided to enhance investors' understanding of our current operating results from the underlying and ongoing business for the same reasons it is used by management. For example, as we have become more acquisitive over recent years we believe excluding the costs related to the purchase of a business (such as amortization of acquired intangible assets, contingent consideration, or impairment of goodwill)

provides further insight into the performance of the underlying acquired business in addition to that provided by our GAAP operating income. As another example, as we do not apply hedge accounting for our currency forward contracts, we believe inclusion of realized gains and losses on these contracts that are intended to be matched against operational currency fluctuations provides further insight into our operating performance in addition to that provided by our GAAP operating income.  We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies, page 59

Goodwill, page 62

2.

 Beginning in the fourth quarter of fiscal 2016, you changed your annual goodwill impairment testing date from January 1st to May 31st of each fiscal year. Please explain to us why a preferability letter from your independent registered public accountants was not provided as an exhibit. Refer to ASC 250-10-S99-4 and Item 601(B)(18) of Regulation S-K.

Response:

During the fourth quarter of fiscal 2016, we changed our annual impairment test date to better align with our annual budget and capital allocation cycles, which are used as material inputs into the associated analysis of impairment. We considered and documented whether the change in accounting principle would require a preferability letter from our independent registered public accountants and concluded that the change in test date does not represent a material change to a method of applying an accounting principle, even though goodwill is material to our consolidated financial statements. We are required to perform our goodwill impairment test at least annually or when triggering events exist and the change in test date did not delay or change the timing of an impairment charge. We performed an additional goodwill impairment test upon making the change in our test date to ensure we continue to meet this requirement. We also note that the change in our annual impairment test date was prominently disclosed in Note 2, page 62 of the Form 10-K.

Note 14. Income Taxes, page 91

3.

 Please explain why the tax rate differential on non-U.S. earnings increased to 35.7% for the year ended June 30, 2016 and if you considered updating your disclosure of the range of applicable tax rates in your significant tax jurisdictions.

Response:

The tax rate differential on non-U.S. earnings increased to 35.7% for the tax year ended June 30, 2016 from 23.8% for the previous year, primarily due to a decrease in consolidated pre-tax income. The decrease in consolidated pre-tax income was primarily due to a goodwill impairment charge of $30.8 million recognized in fiscal 2016, as discussed in Note 9, page 84 of the Form 10-K. The increase in the rate differential on non-U.S. earnings results from a change in the mix of foreign income, with significantly less income earned in higher taxed jurisdictions in fiscal 2016 due to a goodwill impairment charge. If the goodwill impairment charge were excluded from fiscal 2016 results, the tax rate differential on non-U.S. earnings for fiscal 2016 would have been 24.5%, compared to 23.8% for the previous year.

We believe the range of applicable tax rates in our significant tax jurisdictions was sufficiently disclosed in the Form 10-K, and it appropriately reflects the tax rates in effect for fiscal 2016 in the specified jurisdictions. Below is an excerpt from Note 14, page 92 of the Form 10-K discussing the applicable tax rates:

"Our effective tax rate for all periods presented is below the U.S. federal statutory rate of 35% primarily as a result of the majority of our pretax income being earned in jurisdictions outside the U.S. where the applicable tax rates are lower than the U.S. federal statutory rate. The jurisdictions that have the most significant impact to our non-U.S. tax provision include Australia, Canada, France, Germany, Italy, the Netherlands, Spain and Switzerland. The applicable tax rates in these jurisdictions range from 10% - 34%. The total tax rate benefit from operating in

non-U.S. jurisdictions is included in the line “Tax rate differential on non-U.S. earnings” in the above tax rate reconciliation table."

Note 19. Quarterly Financial Data (unaudited), page 102

4.

 During both fiscal years presented, the quarterly data shows significant fluctuation in the operating results between the quarters. Please revise your disclosure to discuss the nature of any unusual or infrequently occurring items that impacted your quarterly results of operations between the periods presented.  Refer to Item 302(a)(3) of Regulation S-K.

Response:

We respectfully acknowledge the Staff's comment, and beginning with our Form 10-K for the fiscal year ending June 30, 2017 and in future annual filings, we will include additional disclosure to discuss any unusual or infrequently occurring items that impact our quarterly financial data disclosure. In our Form 10-K for the fiscal year ending June 30, 2017, we will include the following sample language as underlined for our fiscal 2016 results:

Year Ended June 30, 2016

 First Quarter

 Second Quarter (1)

 Third Quarter (2)

 Fourth Quarter

Revenue

 $

 375,748

 $

 496,274

 $

 436,817

 $

 479,205

Cost of revenue

 157,283

 197,571

 197,365

 222,786

Net income (loss)

 10,022

 58,991

 (35,771

 )

 17,169

Net income (loss) attributable to Cimpress N.V.

 10,771

 59,319

 (32,671

 )

 16,930

Net income (loss) per share attributable to Cimpress N.V.:

Basic

 $

 0.33

 $

 1.89

 $

 (1.04

 )

 $

 0.54

Diluted

 $

 0.32

 $

 1.81

 $

 (1.04

 )

 $

 0.51

_____________________

(1) Our second fiscal quarter includes the majority of the holiday shopping season and has historically accounted for a disproportionately high portion of our earnings for the year, primarily due to higher sales of home and family products such as holiday cards, calendars, photo books, and personalized gifts.

(2) Includes a goodwill impairment charge of $30,841 related to our Exagroup reporting unit.

Form 10-Q for Fiscal Quarter Ended December 31, 2016

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 30

5.

 You disclose you expect to realize net operating expense savings as a result of targeted reductions in headcount starting in fiscal 2018. In future filings, please revise to quantify the estimated range of these savings on your future earnings and cash flows resulting from this exit plan.  Please refer to SAB Topic 5.P.4.

Response:

We respectfully acknowledge the Staff's comment, and beginning with our Form 10-Q for the quarter ending March 31, 2017 and in future filings, we will include the following sample disclosure:

As part of our plan to restructure the company and implement organizational changes announced on January 25, 2017, we eliminated [X] positions, and reduced planned hiring in targeted areas. During the third quarter of fiscal 2017, we completed the majority of the planned changes, and we incurred an aggregate pre-tax restructuring charge of $[X] million. We expect to incur additional costs of  $[X] million during the fourth quarter of fiscal 2017. We expect to realize annualized net operating expense savings of approximately $[X] - $[X] million and pre-tax cash flow from operations savings of approximately $[X] - $[X] million as a result of these reductions in headcount, targeted reduction of previously planned new hires and related non-compensation savings starting in

fiscal 2018.

Form 8-K furnished on January 23, 2017

Exhibit 99.1

6.

 Your computation of free cash flow differs from the typical calculation (cash flows from operating activities as presented in the statement of cash flows under GAAP, less capital expenditures). See Question 102.07 of the Non-GAAP Compliance and Disclosure Interpretations. Please explain why you calculate free cash flow in this manner. We may have further comments.

Response:

Our computation of free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, purchases of intangible assets not related to acquisitions, and capitalization of software and website development costs, plus payment of contingent consideration in excess of acquisition-date fair value and gains on proceeds from insurance. We believe our disclosures are sufficient and in line with the requirements outlined in Question 102.07 of the Non-GAAP Compliance and Disclosure Interpretations. We have disclosed in Exhibit 99.1 of Form 8-K, a clear description of how we calculate our free cash flow measure and a reconciliation of our free cash flow measure to the most directly comparable GAAP measure.

Our computation of free cash flow is intended to provide our investors a measure of our ability to generate cash flow after considering capital investments required to maintain or grow our business. In addition to the typical definition of free cash flow referred to in your letter, which is cash flow from operating activities less capital expenditures, we also subtract capitalization of software development costs and purchases of intangible assets as we view both of these cash outflows as substantially equivalent to capital expenditures. Our free cash flow calculation also includes proceeds from insurance specifically related to investing activities because these proceeds were received as reimbursement for the replacement of equipment damaged during an insurable event. While these proceeds are required to be presented separately in our statement of cash flows, we believe it would not be appropriate to include the replacement capital expenditures in free cash flow without the related reimbursement. Lastly, we add back acquisition-related contingent consideration payments, which are included in net cash provided by operating activities, because we believe they are material payments directly associated with the acquisition of a business rather than a reflection of the free cash flow generation of the underlying business.

In connection with this response, we hereby acknowledge that:

•

 we are 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

•

 we 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.

If you require additional information, please do not hesitate to contact me at your convenience at 781.652.6887.

Very truly yours,

/s/ Sean E. Quinn

Sean E. Quinn

Executive Vice President and Chief Financial Officer

Mail Stop 3561

February 16, 2017

Sean Quinn
Chief Financial Officer
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Cimpress N.V.
 Form 10-K for the Fiscal Year Ended June 30, 2016
Filed August 12, 2016
File No. 000 -51539

Dear Mr. Quinn :

We have reviewed your filing an d have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2016

Non-GAAP Financial Measure, page 4 6

1. Your disclosure states that Adjusted net operating profit after tax (NOPAT) is the
primary metric by which you measure consolidated financial performance and that it is
intended to supplement investors’ understanding of your operating results.  Item
10(e)(1)(i)(C) of Regulation S -K requires a statement disclosing the reasons why you
believe that the presentation of a non -GAAP financial measure provides useful
information to investors regarding your financial condition and results of operations , not
how y our management uses the information.  Please  revise your discussion to  provide a
more detailed description  of how your non -GAAP measures are useful to investors.
Please provide us with your proposed revised disclosure.  We have similar concerns
regarding your disclosure for non -GAAP measures presented in your earnings releases.

Sean Quinn
Cimpress N.V.
February 16, 2017
Page 2

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies, page 59

Goodwill, page 62

2. Beginning in the fourth quarter of fiscal 2016, you changed your annual goodwill
impairment testing date from January 1st to May 31st of each fiscal year.  Please explain
to us why a preferability  letter from your independent registered public accountants was
not provided as an exhibit.  Refer to ASC 250 -10-S99-4 and Item 601(B)(18) of
Regulation S -K.

Note 14. Income Taxes, page 91

3. Please explain why the tax rate differential on non -U.S. earning s increased to 35.7% for
the year ended June 30, 2016 and if you considered updating your disclosure of the range
of applicable tax rates in your significant tax jurisdictions.

Note 19. Quarterly Financial Data (unaudited), page 102

4. During both fiscal years presented, the quarterly data shows significant fluctuation in the
operating results between the quarters.  Please revise your disclosure to discuss the nature
of any unusual or infrequently occurring items that impacted your quarterly results of
operations between the periods presented.  Refer to Item 302(a)(3) of Regulation S -K.

Form 10 -Q for Fiscal Quarter Ended December 31, 2016

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Overview, page 30

5. You disclose you expect to realize net operating expense savings as a result of targeted
reductions in headcount starting in fiscal 2018.  In future filings, please revise to quantify
the estimated range of these savings on your future earnings and cash flow s resulting
from this exit plan.  Please refer to SAB Topic 5.P.4.

Sean Quinn
Cimpress N.V.
February 16, 2017
Page 3

 Form 8 -K furnished on January 23, 2017

Exhibit 99.1

6. Your computation of free cash flow differs from the typical calculation (cash flows from
operating activities as presented in the statement of cash flows under GAAP, less capital
expenditures).  See Question 102.07 of the Non -GAAP Compliance and Disclosure
Interpretations.   Please explain why you calculate free cash flow in this manner.  We may
have further comments.

We remind  you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Kristin Shifflett at 202 -551-3381 or me at 202 -551-3379 with any
questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Accounting Branch Chief
Office of Transportation and Leisure

Mail Stop 3561

April  15, 201 6

Sean E. Quinn
Chief Financial  Officer
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Cimpress N.V.
 Form 10-K for the Fiscal Year Ended June 30, 2015
 Filed August 14, 2015
File No. 000-51539

Dear  Mr. Quinn :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes th e
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accounta nt
Office of Transportation and Leisure

CORRESP
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		CORRESP

April 13, 2016

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Melissa Raminpour, Branch Chief

Re:     Cimpress N.V.

Form 10-K for the Fiscal Year Ended June 30, 2015

Response dated March, 17 2016

File No. 000-51539

Ladies and Gentlemen:

Cimpress N.V. (“Cimpress” or the “Company”), submits this letter in response to the comments regarding the above referenced filing contained in your letter dated April 4, 2016.  For your reference, the comments are reproduced in italics with our response set forth below in standard type.

Form 10-K for the Fiscal Year Ended June 30, 2015

Financial Statements

Note 14, Income Taxes, page 82

1.

 We have reviewed your response to prior comment number 2. Please give consideration to disclosing in your MD&A or financial statement notes, a discussion of the foreign tax jurisdictions that significantly impacted your effective tax rate, including the statutory rate and the amount of income tax expense related to those jurisdictions for each year presented. Also, where there is significant non-U.S. pre-tax income with no (or an insignificant amount) of income tax expense, please consider disclosing the amount of foreign pre-tax income for such countries and the reasons why no income tax expense/(benefit) would be applicable.

Response:

We acknowledge the Staff's comment and, beginning with our Form 10-K for the year ending June 30, 2016 and in future annual filings, we will include clarifying language below the table that provides a reconciliation of the U.S. federal statutory rate and our effective tax rate. An illustrative example follows:

Our effective tax rate for all periods presented is below the U.S. federal statutory rate of 35% primarily as a result of the majority of our pretax income being earned in jurisdictions outside the U.S. where the applicable tax rates are lower than the U.S. federal statutory rate. The jurisdictions that have the most significant impact to our non-U.S. tax provision include Australia, Canada, Italy, the Netherlands, Spain and Switzerland. The applicable tax rates in these jurisdictions range from 10% - 30%. The total tax rate benefit from operating in non-U.S. jurisdictions is included in the line “Tax rate differential on non-U.S. earnings” in the above tax rate reconciliation table.

For the year ended June 30, 2015, our effective tax rate is 10.5% as compared to the prior year effective tax rate of 18.7%. The main causes for this decrease are higher tax benefits in fiscal 2015 related to the transfer of intellectual property described in further detail below, combined with an increase in our consolidated pre-tax income and a more favorable geographical mix of earnings as compared to fiscal 2014.

On October 1, 2013, we made changes to our corporate entity operating structure, including transferring our intellectual property among certain of our subsidiaries, primarily to align our corporate entities with our evolving operations and business model. The transfer of assets occurred between wholly owned legal entities within the Cimpress group that are based in different tax jurisdictions. As the impact of the transfer was the result of an intra-entity transaction, any resulting gain or loss and immediate tax impact on the transfer is eliminated and not

recognized in the consolidated financial statements under U.S. GAAP. The transferor entity recognized a gain on the transfer of assets that was not subject to income tax in its local jurisdiction; however, our subsidiary based in Switzerland was the recipient of the assets and, in accordance with Swiss tax law, the fair market value of the assets at the date of transfer is being amortized over five years. The tax benefit associated with the amortization of the intellectual property was $13,426 and $10,535 in fiscal years 2015 and 2014, respectively. The tax benefit associated with this transaction is included in the line “Net tax (benefit) expense on intellectual property transfer” in the above tax rate reconciliation table.

The benefits to the fiscal 2015 tax rate described above were partially offset by the impact of greater losses incurred in fiscal 2015 as compared to fiscal 2014 in certain jurisdictions (mainly Brazil, India, Japan and the Netherlands) where we are unable to recognize a tax benefit. For the year ended June 30, 2014, we recognized a loss on our investment in Namex for which there was no tax benefit and this adversely impacted the effective tax rate for fiscal 2014.

In connection with this response, the Company hereby acknowledges 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.

If you require additional information, please do not hesitate to contact me at your convenience at 781.652.6887. Alternatively, please feel free to contact Lawrence Gold, Senior Vice President and General Counsel of Cimpress, at 781.652.6541.

Very truly yours,

/s/ Sean E. Quinn

Sean E. Quinn

Senior Vice President and Chief Financial Officer

cc: Lawrence A. Gold, Esq.

Mail Stop 3561

April  4, 201 6

Sean E. Quinn
Chief Financial  Officer
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Cimpress N.V.
 Form 10-K for the Fiscal Year Ended June 30, 2015
  Response dated March 17, 2016
File No. 000-51539

Dear  Mr. Quinn :

We have reviewed your March 17, 2016  response to our comment letter and have the
following comments .  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the Fiscal Year Ended June 30, 2015

Financial Statements

Note 14. Income Taxes, page 82

1. We have reviewed your response to prior comment number 2.  Please give consideration
to disclosing  in your MD&A or financial statement notes , a discussion of the foreign tax
jurisdictions that significantly impacted your effective tax rate, including the stat utory
rate and the amount of income tax expense related to those jurisdictions for each year
presented.   Also, where there is significant non -U.S. pre -tax income with no (or an
insignificant amount) of income tax expense, please consider disclosing  the amo unt of
foreign pre -tax income for such countries and the reasons why no income tax
expense/(benefit) would be applicable.

Sean E. Quinn
Cimpress N.V.
April  4, 2016
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the f iling 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 responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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 Beverly A. Singleton at (202) 551 -3328 or Claire Erlanger at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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		CORRESP

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

Cimpress N.V.

Hudsonweg 8

5928 LW Venlo

The Netherlands

Attn: Sean E. Quinn, Senior Vice President and Chief Financial Officer

781.652.6887

March 17, 2016

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Melissa Raminpour, Branch Chief

Re:     Cimpress N.V.

Form 10-K for the Fiscal Year Ended June 30, 2015

Filed August 14, 2015

File No. 000-51539

Ladies and Gentlemen:

Cimpress N.V. (“Cimpress” or the “Company”), submits this letter in response to the comments regarding the above referenced filing contained in your letter dated March 4, 2016.  For your reference, the comments are reproduced in italics with our response set forth below in standard type.

Form 10-K for the Fiscal Year Ended June 30, 2015

Management's Discussion and Analysis

Results of Operations, page 35

1.

 We note your discussion of revenue by segment for the Vistaprint Business Unit and the All Other Business Units. Please also expand to disclose the segment profitability amount and provide a discussion thereof for the year-over-year changes. Reference is made to Note 17 to the audited financial statements, which discloses that the CODM measures and evaluates the performance of your operating segments based on revenue and income (loss) from operations. Reference is also further made to Note 13 in your September 30, 2015 and December 31, 2015 Quarterly Reports on Form 10-Q, where you now have three reportable segments, and use the measure of adjusted net operating profit as the primary segment profitability measure. Please also expand the MD&A discussion in your interim financial reports, beginning with the March 31, 2016 Quarterly Report on Form 10-Q.

Response:

For the fiscal year ended June 30, 2015 our operating segments are business unit-based, but exclude our corporate and global functions. Our Chief Operating Decision Maker (CODM) received revenue and operating income by operating segment consistent with our segment disclosures in Note 17 to the consolidated financial statements. As disclosed in our Form 10-K for the period reviewed, our internal analysis of performance does not include an allocation of our shared central functions to our operating segments. These shared central functions include significant expenses related to corporate support functions (for example, our global legal, human resource, finance, and facilities management costs), software and manufacturing engineering, and the global component of our IT operations.

For the fiscal year ended June 30, 2015, the unallocated costs of our corporate and global functions were $237.5 million, which is substantial relative to the operating income for each of our operating segments. Given the

significance of these unallocated expenses, as well as the aggregation of our immaterial operating segments within the All Other Business Units reportable segment, we concluded for the period reviewed that a discussion of segment profitability or our operating expenses by segment is not needed to better understand our performance. In Note 17 to the consolidated financial statements we disclose the factors that, in our view, limit the comparability of income from operations at a segment level. Where relevant within Management's Discussion and Analysis, we provide discussion of segment specific operating expenses to provide context for material or unusual items and trends. For example, additional marketing costs due to increased television advertising spend in certain markets within our Vistaprint Business Unit segment or increased acquisition-related costs, such as amortization of acquired intangible assets and changes in the fair value of contingent considerations within our All Other Business Units segment. We do, however, believe our revenue performance and trends for the period reviewed are important for investors to understand at a segment level. For these reasons, we believe the presentation and disclosure as filed in our Form 10-K for the period June 30, 2015 is appropriate based on our reporting structure at that time and discussion of segment profitability would not have been meaningful. This response is consistent with our response to a similar comment received from the Commission in a letter dated January 17, 2014.

During the first quarter of fiscal 2016, we revised our internal organizational and reporting structure resulting in changes to our reportable segments. These changes reflect the evolution of our business strategy as we focus on a portfolio of front-end merchants and the development of our Mass Customization Platform to support fulfillment across the portfolio. In addition, during the first quarter of fiscal 2016 we introduced adjusted net operating profit as the primary metric by which our CODM measures segment financial performance. Fully consistent with the Staff's comment, with the addition of the Upload and Print Business Units as a reportable segment and the change to a measure of profitability that increases the comparability between segments due to exclusion of certain acquisition-related costs, beginning with our Form 10-Q for the quarter ending March 31, 2016 and in future filings, we will include a discussion of changes in segment profitability.  An illustrative example follows:

Segment profitability

For the three months ended December 31, 2015, the Vistaprint Business Unit adjusted net operating profit increased by $8.9 million as compared to the prior comparative quarter primarily due to $4.5 million in additional gross profit as a result of revenue growth and $2.0 million from insurance proceeds recovered for a first quarter fiscal 2016 fire in our Venlo manufacturing facility. The Upload and Print Business Units adjusted net operating profit increased by $9.6 million primarily due to the addition of aggregate adjusted net operating profit of $5.4 million from the brands we acquired during the fourth quarter of fiscal 2015 and the first quarter of fiscal 2016. Our All Other Business Units adjusted net operating profit decreased by $1.6 million as we experienced a decline in partner related revenue and profits and continued to invest in our Most of World portfolio.

Financial Statements

Note 14, Income Taxes, page 82

2.

 We note that for the year ended June 30, 2015, your non-US income is approximately 78% of your consolidated income before income taxes and loss in equity interests. However, these non-US jurisdictions make up only about 10% of your consolidated income tax expense. We also note that they reduce the effective income tax rate by 24%. In light of the fact that foreign income before income taxes has increased significantly over the past few years and appears to materially impact your effective tax rate, please tell us your primary foreign jurisdictions, the effective tax rates in those jurisdictions, and the amount of pre-tax profit in those jurisdictions.

Response:

The table below outlines the pre-tax profit (loss), income tax expense (benefit) and effective tax rate for our primary non-U.S. jurisdictions for the fiscal year ended June 30, 2015:

Rule 83 Confidential Treatment by Cimpress N.V. Request #1

[**]

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___________________

(1) As described in the following excerpt from Note 14 of our Form 10-K for the period reviewed, during fiscal year 2014 we made changes to our legal entity structure that included the transfer of intellectual property.

Cimpress N.V. respectfully requests that the information contained in Request #1 above be treated as confidential information and that the Securities and Exchange Commission provide timely notice to Sean E. Quinn, Senior Vice President and Chief Financial Officer, Cimpress N.V., Hudsonweg 8, 5928 LW Venlo, The Netherlands, telephone 781.652.6887, before it permits any disclosure of the bracketed information contained in Request #1.

On October 1, 2013, we made changes to our corporate entity operating structure, including transferring our intellectual property among certain of our subsidiaries, primarily to align our corporate entities with our evolving operations and business model. The transfer of assets occurred between wholly owned legal entities within the Cimpress group that are based in different tax jurisdictions. As the impact of the transfer was the result of an intra-entity transaction, any resulting gain or loss and immediate tax impact on the transfer is eliminated and not recognized in the consolidated financial statements under U.S. GAAP. The transferor entity recognized a gain on the transfer of assets that was not subject to income tax in its local jurisdiction. However, the recipient entity will receive a tax benefit associated with the future amortization of the fair market value of the intellectual property received, which for tax purposes will occur over a period of five years in accordance with the applicable tax laws.

Rule 83 Confidential Treatment by Cimpress N.V. Request #2

One of our subsidiaries, [**], was the recipient of the intellectual property. In accordance with [**] tax law, Cimpress [**] is entitled to amortize for tax purposes the fair market value of the IP received at the date of the transfer. The value is amortizable for [**] tax purposes over a period of five years. The tax benefit of $4,386 includes $13,277 of tax benefit associated with the amortization of the IP in fiscal year 2015. Excluding the benefit of this amortization, we would have recorded $8,891 of tax expense related to our [**] profits with an effective tax rate of 10.3%.

Cimpress N.V. respectfully requests that the information contained in Request #2 above be treated as confidential information and that the Securities and Exchange Commission provide timely notice to Sean E. Quinn, Senior Vice President and Chief Financial Officer, Cimpress N.V., Hudsonweg 8, 5928 LW Venlo, The Netherlands, telephone 781.652.6887, before it permits any disclosure of the bracketed information contained in Request #2.

Note 17, Segment Information, page 89

3.

 Please expand the tabular section of income (loss) from operations to also provide a reconciliation of total income from operations to the amount of consolidated income before income taxes as reported on the face of the statements of operations. Reference is made to ASC 280-10-50-30(b). This comment is also applicable to your September 30, 2015 and December 31, 2015 Quarterly Reports on Form 10-Q, pursuant to ASC 280-10-50-32(f). Please revise in future filings.

Response:

We respectfully acknowledge the Staff's comment and, beginning with our Form 10-Q for the quarter ending March 31, 2016 and in future filings, we will revise our disclosure to expand the tabular section of segment profitability to include a reconciliation from total income from operations to the amount of consolidated income before income taxes as reported on the face of the consolidated statements of operations as demonstrated below:

 Three Months Ended December 31,

 Six Months Ended December 31,

 2015

 2014

 2015

 2014

Adjusted net operating profit by segment:

Vistaprint Business Unit

 $

 117,825

 $

 108,958

 $

 184,183

 $

 179,794

Upload and Print Business Units

 15,237

 5,617

 26,124

 10,137

All Other Business Units

 6,881

 8,435

 5,796

 9,868

Total adjusted net operating profit by segment

 139,943

 123,010

 216,103

 199,799

Corporate and global functions

 (56,400

 )

 (52,699

 )

 (109,681

 )

 (101,547

 )

Acquisition-related amortization and depreciation

 (9,655

 )

 (5,468

 )

 (19,437

 )

 (12,376

 )

Earn-out related charges (1)

 (3,413

 )

 (3,701

 )

 (3,702

 )

 (7,378

 )

Share-based compensation related to investment consideration

 (1,735

 )

 (1,100

 )

 (2,537

 )

 (1,597

 )

Certain impairments (2)

 (3,022

 )

 —

 (3,022

 )

 —

Restructuring charges

 (110

 )

 (154

 )

 (381

 )

 (154

 )

Interest expense for Waltham lease

 2,001

 —

 2,351

 —

Total income from operations

 67,609

 59,888

 79,694

 76,747

Other income, net

 7,690

 9,855

 16,932

 21,991

Interest expense, net

 (10,160

 )

 (3,031

 )

 (18,286

 )

 (6,377

 )

Income before income taxes

 $

 65,139

 $

 66,712

 $

 78,340

 $

 92,361

___________________

(1) Includes expense recognized for the change in fair value of contingent consideration and compensation expense related to cash-based earn-out mechanisms dependent upon continued employment.

(2) Includes the impact of impairments or abandonments of goodwill and other long-lived assets as defined by ASC 350 - "Intangibles - Goodwill and Other" or ASC 360 - "Property, plant, and equipment."

In connection with this response, the Company hereby acknowledges 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.

If you require additional information, please do not hesitate to contact me at your convenience at 781.652.6887. Alternatively, please feel free to contact Lawrence Gold, Senior Vice President and General Counsel of Cimpress, at 781.652.6541.

Very truly yours,

/s/ Sean E. Quinn

Sean E. Quinn

Senior Vice President and Chief Financial Officer

cc: Lawrence A. Gold, Esq.

Mail Stop 3561

March 4 , 201 6

Sean E. Quinn
Chief Financial  Officer
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Cimpress N.V.
 Form 10-K for the Fiscal Year Ended June 30, 2015
  Filed  August 14, 2015
File No. 000-51539

Dear  Mr. Quinn :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some  of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the Fiscal Year Ended June 30, 2015

Management’s Discussion and Analysis

Results of Operations, page 35

1. We note your discussion of revenue by segment for the Vistaprint Business Unit and the
All Other Business Units.  Please also expand to disclose the segment profitability
amount and provide a discussion thereof for the year -over-year changes.  Reference is
made to Note 17 to the audited financial statements, which discloses that the CODM
measures and evaluates the performance of your operating segments based on revenue
and income (loss) from operations.  Reference is also further made to Note 13 in your
September 30, 2015 and December 31, 2015 Quarterly Reports on Form 10 -Q, where you
now have three reportable segments, and use the measure of adjusted net operating profit

Sean E. Quinn
Cimpress N.V.
March 4 , 2016
Page 2

 as the primary segment profitability measure.  Please also expand the MD&A discussion
in your interim financial reports, beginning with the March 31, 2016 Quarterly Report on
Form 10 -Q.

Financial Statements

Note 14. Income Taxes, page 82

2. We note that for the year ended June 30, 2015, your non -US income is approximately
78% of your consoli dated income before income taxes and loss in equity interests.
However, these non -US jurisdictions make up only about 10% of your consolidated
income tax expense.  We also note that they reduce the effective income tax rate by 24%.
In light of the fact t hat foreign income before income taxes has increased significantly
over the past few years and appears to materially impact your effective tax rate, p lease
tell us your primary foreign jurisdictions, the effective tax rates in those jurisdictions, and
the amount of pre -tax profit in those jurisdictions .

Note 17. Segment Information, page 89

3. Please expand the tabular section of income (loss) from operations to also provide a
reconciliation of total income from operations to the amount of consolidated income
before income taxes as reported on the face of the statements of operations.  Reference  is
made to ASC 280 -10-50-30(b).  This comment is also applicable to your September 30,
2015 and December 31, 2015 Quarterly Report s on Form 10 -Q, pursuant to ASC 280 -10-
50-32(f).  Please revise in future filings.

We urge all persons who are responsible f or the accuracy and adequacy of the disclosure
in the filing 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 responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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 co mpany 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.

Sean E. Quinn
Cimpress N.V.
March 4 , 2016
Page 3

 You may contact Beverly A. Singleton at (202) 551 -3328 or Claire Erlanger at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		3.13.15 Commet Letter Response

March 25, 2015

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Melissa Raminpour, Branch Chief

Re:     Cimpress N.V.

Form 10-K for the Fiscal Year Ended June 30, 2014

Filed August 15, 2014

File No. 000-51539

Ladies and Gentlemen:

Cimpress N.V. (“Cimpress” or the “Company”), submits this letter in response to the comment regarding the above referenced filing contained in a letter dated March 13, 2015 from Melissa Raminpour, Branch Chief of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to Ernst J. Teunissen, Executive Vice President and Chief Financial Officer of Cimpress. The Company's response to the comment contained in the Staff's letter is set forth below.  For your reference, the Staff's comment is reproduced in italics with the Company's response set forth below in standard type.

Form 10-K for the Fiscal Year Ended June 30, 2014

Financial Statements

Notes to Consolidated Financial Statements

16. Noncontrolling Interest, page 81

1.

 We note that you have included the 49% noncontrolling interest of Plaza Create Co. as temporary equity in your consolidated balance sheet due to certain default provisions contained in the agreement. In this regard, please revise to disclose, in more detail, the nature of such default provisions and clearly explain why such provisions require the temporary equity classification in the balance sheet according to ASR 268 and ASC 480-10-S99-3A.

Response:

The Company respectfully acknowledges the Staff's comment and in future filings will expand its disclosures to more clearly explain the nature of the contractual provisions that warrant temporary equity classification in the balance sheet according to ASR 268 and ASC 480-10-S99-3A related to the 49% noncontrolling interest in Plaza Create Co. by adding the sample language underlined below:

We own a 51% controlling interest in a joint business arrangement with Plaza Create Co. Ltd., a leading Japanese retailer of photo products, to expand our market presence in Japan. During the twelve months ended June 30, 2014, we contributed $4,891 in cash and $1,100 in assets, and Plaza Create made an initial capital contribution of $4,818 in cash and assets valued at $955. We have a call option to acquire the remaining 49% of the business if Plaza Create materially breaches any of its contracts with us. If we materially breach any of our contracts with Plaza Create, Plaza Create has an option to put their shares to us. As the exercise of this put option is not solely within our control, the noncontrolling equity interest in the business is presented as temporary equity in our consolidated balance sheet. As of June 30, 2014, it is not probable that the noncontrolling interest will be redeemable.

In connection with this response, the Company hereby acknowledges 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.

If you require additional information, please telephone the undersigned at 781.652.6887 or Lawrence Gold, Senior Vice President and General Counsel of Cimpress, at 781.652.6541.

Very truly yours,

Sean E. Quinn

Vice President, Corporate Controller and Chief Accounting Officer

cc:    Ernst J. Teunissen

Lawrence A. Gold, Esq.

March 13, 2015

Ernst J. Teunissen
Chief Financial Officer
Cimpress N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands

Re: Cimpress N.V.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed  August 15, 2014
 File No.  000-51539

Dear  Mr. Teunissen:

We have reviewed your filing  and have the following comment .  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your re sponse.

After reviewing your response to these  comments, we may have  additional comments

Form 10 -K for the Fiscal Year Ended June 30, 2014

Financial Statements

Notes to Consolidated Financial Statements

16. Noncontrolling Interest, page 81

1. We note that you have included the 49% noncontrolling interest of Plaza Create Co. as
temporary equity in your consolidated balance sheet due to certain default provisions
contained in the agreement.  In this regard, please revise to disclose, in more detail, the
nature of such default provisions and clearly explain why such provisions require the
temporary equity classification in the balance sheet according to ASR 268 and ASC 480 -
10-S99-3A.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934

Ernst J. Teunissen
Cimpress N.V.
March 13, 2015
Page 2

 and all applicable Exchange Act rules require.  Since the company and its management are in
possession of all facts relating to a com pany’s disclosure, they are responsible 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 as sert 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 Andrew Mew at 202-551-3377 if you
have questions regarding comments on the financial s tatements and related matters.  Please
contact me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

        February 4 , 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclo se the Commission from taking
any action with respect to the company or the filing s 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 State s.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

		VP Comment Letter January 2014

January 31, 2014

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Linda Cvrkel, Branch Chief

Re:     Vistaprint N.V.

Form 10-K for the fiscal year ended June 30, 2013

Filed August 15, 2013

Form 10-Q for the quarter ended September 30, 2013

Filed on October 30, 2013

File No. 000-51539

Ladies and Gentlemen:

Vistaprint N.V. (“Vistaprint” or the “Company”), submits this letter in response to the comments regarding the above referenced filings contained in a letter dated January 17, 2014 from Linda Cvrkel, Branch Chief of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to Ernst J. Teunissen, Executive Vice President and Chief Financial Officer of Vistaprint.  The Company's responses to the comments contained in the Staff's letter are set forth below and are keyed to the numbering of each comment and heading used in the Staff's letter.  For your reference, the Staff's comments are reproduced in italics with the Company's response to each comment set forth below in standard type.

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

Response:

We respectfully acknowledge the Staff’s comment. As you will have noted from your review, our operating segments are geographically-based, but exclude our corporate and global functions. Our Chief Operating Decision Maker (CODM) receives operating segment results including revenue and operating income by operating segment consistent with our segment disclosures in Note 15 to the consolidated financial statements. As disclosed in our Form 10-K for the period reviewed, our internal analysis of performance does not include an allocation of our shared central functions to our geographic operating segments. These shared central functions include significant expenses related to corporate support functions (for example, the majority of our finance, legal, and human resources costs), software and

manufacturing engineering, and the global component of our IT operations and customer service, sales and design support.

For the fiscal year ended June 30, 2013, the unallocated costs of our corporate and global functions were $252.3 million, which is substantial relative to the operating income for each of our geographic operating segments. Given our cost structure and the significance of these unallocated expenses, we have concluded that a discussion of our operating expenses by segment is not needed to provide context to which financial information should be analyzed and is not important to an understanding of the overall performance of the business. As further evidence of this, our incentive compensation arrangements that include a measure of profit are evaluated on a global basis rather than by segment. Where relevant, we provide discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations for segment specific operating expenses if there is a material unusual item or trend, such as our more strategically focused marketing spend in Europe or restructuring charges for our Most of World segment, both discussed in our Form 10-Q for the period ended December 31, 2013 (as filed on January 31, 2014). We do, however, believe our revenue performance and trends are important for investors to understand at a segment level. For these reasons, we believe that our current presentation and disclosure is appropriate and more meaningful to investors at this time. We regularly monitor our segment reporting requirements and future changes in our internal structure or management reporting may change this conclusion.

2.

 Please expand 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.

Response:

We respectfully acknowledge the Staff's comment and, beginning with our Form 10-Q for the quarter ending December 31, 2013 (as filed on January 31, 2014) and in future filings, we will expand our discussion of changes in cost of revenue based on actual dollar amounts by adding the language below:

"The increase in cost of revenue of $6.6 million for the three months ended December 31, 2013, as compared to the prior period, was primarily due to an increase in volumes produced. We incurred incremental shipping expenses of $2.4 million as our customers preferred expedited delivery methods during the fiscal 2014 holiday season as compared to the prior year period. Overhead and other related expenses increased $1.6 million as compared to the prior comparative period and our indirect labor expense grew by $0.9 million due to a prolonged retention period for our temporary labor staff.

The increase in cost of revenue of $14.4 million for the six months ended December 31, 2013, as compared to the prior period, was primarily due to an increase in volumes produced. We incurred incremental shipping and temporary labor related costs of $3.2 million and $2.4 million,

respectively. The prior year period included a benefit from a non-cash gain related to a free piece of equipment of $1.4 million in our European operations that did not occur in fiscal 2014 and therefore contributed to the $3.6 million increase in overhead and other expenses during the six months ended December 31, 2013."

Financial Statements, page 48

Notes to Consolidated Financial Statements, page 56

2. Summary of Significant Accounting 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 website development 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.

Response:

The effect on net income from the change in the estimated useful life of our capitalized software for the fiscal year ended June 30, 2013 was consistent with the pre-tax income impact of $2.7 million included in our disclosure as the amortization expense was recognized in a jurisdiction with a zero percent income tax rate. The effect on both basic and diluted earnings per share for fiscal 2013 was an increase of $0.08 due to this change in estimate.  We understand the requirements pursuant to ASC 250-10-50-4 and will revise our related disclosures in future filings  to include specific reference to the net income and earnings per share impact as outlined below:

"We capitalize eligible salaries and payroll-related costs of employees who devote time to the development of websites and internal-use computer software. Capitalization begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. These costs are amortized on a straight-line basis over the estimated useful life of the software. As of July 1, 2012, we revised the estimated useful life of our capitalized software and website developments costs from 2 to 3 years based on an evaluation of historical trends, the period of benefit of past projects, and our current project portfolio. This change in estimated useful life increased both our pre-tax income and net income for fiscal year ended June 30, 2013 by approximately $2,718 when compared to the historical estimated useful life and could have a material impact in the future. Our basic and diluted earnings per share for fiscal 2013 increased by $0.08 due to this change in estimate. The costs associated with preliminary stage software development, repair, maintenance or the development of website content are expensed as incurred."

10. Debt, page 71

4.

 We note 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.

Response:

As stated on page 71 of our Form 10-K, we were in compliance with all financial covenants required by our credit agreement as of June 30, 2013, including those related to share repurchase activity. Specific to your inquiry, the covenants associated with our credit agreement limit the amount of shares we may purchase but do not prohibit the purchase of shares. The limitation is calculated as follows:

•

 Unlimited purchases up to $400 million in the aggregate over the life of our credit facility if our EBITDA leverage is within the limits below, otherwise $50 million per year:

▪< 2.75x: through March 31, 2015

▪< 2.50x: April 1, 2015 to February 8, 2018

•

 If $400 million aggregate limit is reached, $25 million per year.

Since the credit facility amendment and restatement on February 8, 2013, we have repurchased $39.6 million of our shares, leaving $360.4 million of capacity to purchase shares in future periods assuming we are within the leverage restrictions, which we currently are.

In light of the Staff’s comment, we will revise our liquidity and capital resources discussion within MD&A in future filings, beginning with our Form 10-Q for the period ended December 31, 2013 (as filed on January 31, 2014), to clarify that we are subject to limitations associated with the amount of share purchases, as well as other types of transactions, by adding the language underlined below:

“Debt Covenants. Our credit agreement contains financial and other covenants, including but not limited to the following:

(1) The credit agreement contains financial covenants calculated on a trailing twelve month, or TTM, basis that:

•our consolidated leverage ratio, which is the ratio of our consolidated indebtedness (*) to our TTM consolidated EBITDA (*), will not exceed (i) 3.5 during the period from December 31, 2012 through December 31, 2013; (ii) 3.25 during the period from March 31, 2014 through December 31, 2014; and (iii) 3.0 after March 31, 2015; and

•our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least 3.0.

(2) Purchases of our ordinary shares, payments of dividends, and corporate acquisitions and dispositions are subject to more restrictive consolidated leverage ratio thresholds than those listed

above when calculated on a proforma basis in certain scenarios. Also, regardless of our leverage ratio, the credit agreement limits the amount of purchases of our ordinary shares, payments of dividends, corporate acquisitions and dispositions, investments in joint ventures or minority interests, and consolidated capital expenditures that we may make. These limitations can include annual limits that vary from year-to-year and aggregate limits over the term of the credit facility. Therefore, our ability to make desired investments may be limited during the term of our revolving credit facility.

(3) The credit agreement also places limitations on additional indebtedness and liens that we may incur, as well as certain intercompany activities.

(*) The definitions of EBITDA and consolidated indebtedness are maintained in the credit agreement included as an exhibit to Form 8-K filed on February 13, 2013 and January 22, 2014."

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

Management's Discussion and Analysis of Financial Conditions 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 Waltham, 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.

Response:

With respect to the Waltham, MA lease, we executed the lease arrangement concurrent with an amendment to our current lease in Lexington, MA, as both leases are held with the same landlord. The amendment to the Lexington lease has a contingent feature to shorten the current term of the lease to coincide with the rent commencement date of the Waltham lease, and a second contingent feature to adjust the remaining annual rental amounts. Both of the arrangements are contingent upon the lessor obtaining certain building permits for the Waltham lease by March 2014. If the lessor does not fulfill this obligation, we have the option to cancel the Waltham lease, without penalty, and return to the terms of our original Lexington lease. Consistent with the status as of September 30, 2013, as of December 31, 2013 the lessor has yet to obtain the required building permits; therefore, our commitment to pay the amounts as stated in the Waltham lease and our right to be absolved of the amounts due in connection with the Lexington lease are not yet finalized. Once the contingencies are resolved, we intend to update the table of contractual obligations to reflect the contractual payments attributable to the shortened remaining term of the Lexington lease and future payments for the term of the Waltham lease.

In order to address the Staff's comment, we will clarify our disclosures in future filings (including our Form 10-Q filed on January 31, 2014) prior to the resolution of the contractual contingency by adding the language underlined below:

"Operating Leases. We rent office space under operating leases expiring on various dates through 2024. Future rental payments required under our leases are an aggregate of approximately $50.0 million. The terms of certain lease agreements require security deposits in the form of bank

guarantees and a letter of credit in the amounts of $1.7 million and $2.2 million, respectively. In July 2013, we executed a lea

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

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

       DIVISION OF
CORPORATION FINANCE

        July 17 , 2013

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 2
Filed  August 1 5, 2012
Form 10 -Q for the quarter  ended September 30, 2012
Filed on October 26, 2012
 File No.  000-51539

Dear  Mr. Teunissen :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Comm ission from taking
any action with respect to the company or the filing s 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.  We urge  all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ David R. H umphrey , for

Linda Cvrkel
Branch  Chief

CORRESP
1
filename1.htm

		VP Comment Letter June 20

July 1, 2013

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:    Ms. Linda Cvrkel, Branch Chief

Re:     Vistaprint N.V.

Form 10-K for the fiscal year ended June 30, 2012

Filed August 15, 2012

Form 10-Q for the quarter ended September 30, 2012

Filed on October 26, 2012

File No. 000-51539

Ladies and Gentlemen:

Vistaprint N.V. (“Vistaprint” or the “Company”), submits this letter in response to the comments regarding the above referenced filings contained in a letter dated May 6, 2013 from Linda Cvrkel, Branch Chief of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to Ernst J. Teunissen, Executive Vice President and Chief Financial Officer of Vistaprint.  Due to an administrative error, the Company was not aware of the letter until June 20, 2013 and we appreciate the Staff's understanding of the Company's delayed response. The Company's responses to the comments contained in the Staff's letter are set forth below and are keyed to the numbering of each comment and heading used in the Staff's letter.  For your reference, the Staff's comments are reproduced in italics, and the Company's response to each comment is set forth below the comment in standard type.

Annual Report on Form 10-K for the fiscal year ended June 30, 2012

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 32

Liquidity and Capital Resources, page 43

1.

 We note your disclosure on page 72 that income taxes were not provided on undistributed earnings from certain subsidiaries as those earnings are considered to be permanently reinvested in accordance with accounting guidance. In this regard, please revise your liquidity section of MD&A to disclose a statement that you would need to accrue and pay taxes if repatriated; and a statement that you do not intend to repatriate the funds. Also, please revise Note 11 to disclose the cumulative amount of earnings of foreign subsidiaries in which income taxes have not been provided because they are considered to be permanently reinvested pursuant to ASC 740-30-50.

Response:

The Company respectfully acknowledges the Staff's comment and, beginning with our Form 10-K for the fiscal year ending June 30, 2013 and in future filings, the Company will include additional disclosures in the liquidity section of MD&A by adding the sample language underlined below:

Additional Liquidity and Capital Resources Information. During fiscal 2013, we financed our operations, strategic investments in capital expenditures, ordinary share purchases and equity investments primarily through internally generated cash flows from operations and use of our revolving credit facility. Due to our recent investments, our current liabilities continue to exceed our current assets; however, we believe that our available cash, cash flows generated from operations, and our debt financing capacity will be sufficient to satisfy our working capital and planned investments to support our long-term growth strategy, including capital expenditure requirements, for the foreseeable future. As of June 30, 2013, approximately $[●] million of our cash and cash equivalents was held by our subsidiaries and undistributed earnings of our subsidiaries that are considered to be indefinitely reinvested was $[●]. However, we do not intend to repatriate such funds as the cash and cash equivalent balances are generally used and available, without legal restrictions, to fund ordinary business operations and investments of the respective subsidiaries. If there is a change in the future, the repatriation of undistributed earnings from certain of our subsidiaries, in the form of dividends or otherwise, could have tax consequences that could result in material cash outflows.

In response to the Staff's comment specific to Note 11 and its consideration of ASC 740-30-50, the Company confirms that it understands the disclosure requirements and will expand its disclosure in future filings by adding the sample underlined language below:

As of June 30, 2013, undistributed earnings of our subsidiaries of $[●] are considered to be indefinitely reinvested. If in the future we decide to repatriate undistributed earnings from certain of these  subsidiaries, in the form of dividends or otherwise, we could be subject to withholding taxes payable at that time. Determination of the amount of withholding taxes that would be payable is not practicable due to the complexities associated with this hypothetical calculation.

Financial Statements, page 48

Notes to Consolidated Financial Statements, page 56

3. Fair Value Measurements, page 61

2.

 Please revise the disclosure on page 63 to include the level under the fair value hierarchy that was used to determine the fair value of your debt at June 30, 2012. Refer to the guidance outlined in ASC 820-10-50-2E.

Response:

We acknowledge the Staff's comment and, beginning with the Form 10-K for the fiscal year ending June 30, 2013 and in future filings, the Company will expand its disclosures to include the level under the fair value hierarchy that was used to determine the fair value of the Company's debt by adding the sample language below:

We performed an evaluation of the estimated fair value of our debt and determined that the fair value approximates the carrying value of the liability as of June 30, 2013. Our  debt is a variable rate debt instrument indexed to LIBOR that resets monthly. The estimated fair value of our debt was determined using available market information based on recent trades or activity of debt instruments with substantially similar risks, terms and maturities, which fall within Level 2 under

the fair value hierarchy. This estimated fair value may not be representative of actual values that could have been or will be realized in the future.

4. Property, Plant and Equipment, page 63

3.

 We note from your disclosure on page 29 you own a 12 acre site in Montego Bay, Jamaica which you are currently constructing a new 92,000 square foot building for a customer service, sales and design support center, and construction in progress as of June 30, 2012 was approximately $33 million. In this regard, please disclose the amount of interest expense capitalized, if any, during the period pursuant to ASC 835-20-50.

Response:

The Company understands the requirements pursuant to ASC 835-20-50 and beginning with its Form 10-K for the fiscal year ending June 30, 2013 and in future filings, the Company will include additional disclosures in its Summary of Significant Accounting Policies to clarify its policy regarding the capitalization of interest costs in accordance with ASC 835-20-15-3. Specific to the inquiry above, of the $33 million of construction in progress assets as of June 30, 2012, approximately $17 million related to the construction of the Jamaican customer support center with the remaining primarily attributable to assets that did not qualify for interest capitalization. The Company did not capitalize any interest costs associated with the Jamaican customer support center as such costs were not material, consistent with the concepts in ASC 835-20-15-3. In future filings the Company will modify its disclosures by adding the sample language underlined below:

Footnote 2

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Additions and improvements that substantially extend the useful life of a particular asset are capitalized while repairs and maintenance costs are expensed as incurred. Assets that qualify for the capitalization of interest cost during their construction period are evaluated on a per project basis and, if material, the costs are capitalized. For fiscal 2013, we capitalized $[●] of interest costs associated with our construction projects. No interest costs were capitalized in fiscal 2012 as the amounts were not material. Depreciation of plant and equipment is recorded on a straight-line basis over the estimated useful lives of the assets.

9. Shareholders' Equity, page 68

Share-based awards, page 68

Share Options, page 69

4.

 Reference is made to table reflecting the summary of share option activity for the year ended June 30, 2012. We note the amounts presented as the Aggregate Intrinsic Value for outstanding, vested, and exercisable share options are identical at the end of the period; however, the number of options and weighted average exercises prices vary for each caption. Please advise and revise the amounts, accordingly.

Response:

In response to the Staff's comment, the Company respectfully advises the Staff that the aggregate intrinsic value for outstanding, vested and exercisable share options is correct at June 30, 2012. The closing price of our ordinary shares as of June 30, 2012 was $32.30, which is towards the lower end of our price range in recent years, and limits the aggregate intrinsic value to older outstanding share options that happen to be both vested and exercisable as of June 30, 2012.  For avoidance of doubt, all of the Company's unvested share options outstanding as of June 30, 2012 did not have intrinsic value. While this outcome is unique based on the relationship between the Company's share price as of June 30, 2012 and the exercise price of outstanding share options, if a similar scenario occurs in future annual filings the Company will provide disclosure to clarify such facts.

11. Income Taxes, page 71

5.

 Reference is made to the line item IP installment obligation in the table on page 72. We note from your disclosure that this deferred tax liability resulted from the gain recognized on an intra-entity transfer of Webs' intellectual property; however, it is unclear why this transaction resulted in gain recognition when the nature of the transaction was an intra-entity transfer. Please clarify for us and explain why you believe it is appropriate for the related tax expense incurred from the recognition of the gain to be deferred and amortized over a weighted average period of 13 years. As part of your response, please tell us how the gain is being recorded within the financial statements.

Furthermore, we note from your disclosure that the subsidiary elected to purchase the Webs Intellectual Property using an installment obligation that results in the tax being paid over a 7 years and 6 months term. In this regard, please explain the significance of the 7 years and 6 months term over which the tax is being paid (i.e. same period as installment obligation is being repaid) and cite any technical authoritative guidance used in determining the appropriate accounting treatment. We may have further comment upon receipt of your response.

Response:

In response to the Staff's comment, please consider that although the referenced transaction is an “intra-entity” transaction from a US GAAP perspective, it represents a transaction that triggered gain recognition for income tax purposes (i.e. the fair market value of the transferred assets exceeded the tax basis) on assets that remained within the consolidated group.  The transfer of assets occurred between two distinct legal entities within the Vistaprint group that are based in different tax jurisdictions, creating a taxable gain reportable in the transferor entity's jurisdiction.  Any reference to gain recognition is for income tax purposes only as the gain was eliminated in consolidation for purposes of the Company's US GAAP consolidated financial statements in the period of transfer.

In accordance ASC 740-10-25-3(e) and ASC 810-10-45-8, no gain (or immediate tax impact) should be recognized in the consolidated financial statements as a result of an intra-entity asset transfer.   ASC 810-10-45-8 states, “If income taxes have been paid on intra-entity profits on assets remaining within the consolidated group, those taxes shall be deferred or the intra-entity profits to be eliminated in consolidation shall be appropriately reduced.” In consolidation, the Company recognizes the associated tax expense either when the underlying asset(s) are sold outside the consolidated group or otherwise recovered (e.g. amortized or impaired).  The Company recognizes tax expense specifically associated with

an intra-entity transfer of intangible property over a period equal to the expected economic lives of the underlying assets transferred. In the transfer of Webs' intellectual property, the weighted average amortization period of 13 years was determined based on the estimated economic lives of the intellectual property transferred.

Further, the guidance in ASC 810-10-45-8 specifically states that “tax having been paid” related to an intra-entity transfer should be deferred in the consolidated balance sheet.  The Company elected to fund the transfer of Webs intellectual property using an installment obligation payable over a 7.5 year period. The decision to structure the transaction with an installment obligation was purely driven by financing and cash flow considerations, and the terms of the installment obligation were determined on an appropriate arm's-length basis with the assistance of third-party experts. In compliance with local tax laws in the applicable jurisdictions, the tax liability associated with this transfer qualified for installment treatment and, thus, the cash tax liability will be payable over the term of the underlying installment obligation. It is the Company's interpretation that the intent of the aforementioned reference to “tax having been paid” under ASC 810-10-45-8 includes tax that is “payable” as of the transaction date by virtue of the fact that the transaction or event occurred and therefore the underlying tax obligation is “fixed” on this date. Accordingly, the Company  recorded a deferred tax liability for the entire tax liability owed but not yet paid as of the date of the transaction with a corresponding asset in “Other Assets” to reflect the deferred tax charge to be recognized over the expected remaining lives of the underlying assets as described above. The Company believes this most appropriately provides transparency to the external tax obligation as the use of an installment method was a financing decision and the related liability should be included in the balance sheet.

Form 10-Q for the quarter ended September 30, 2012

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 17

Results of Operations, page 19

Cost of Revenue, page 21

6.

  We note that you recognized a non-cash gain within costs of revenues related to a free piece of equipment during the quarter ended September 30, 2012. Please tell us the nature of the transaction that resulted in the receipt of equipment for free, how the gain was determined, and why classification of the gain in cost of revenues was appropriate. We may have further comment upon receipt of your response.

Response:

As a result of information obtained subsequent to the Company's October 2011 acquisition of Albumprinter Holding B.V., it was identified that the Company was being charged fees for printer usage in excess of rates charged to Albumprinter by the same vendor despite the Company's higher usage volumes. Based on this information, the Company entered into negotiations with the vendor who agreed to provide the Company a free piece of production equipment, in lieu of a cash refund or credit, as a means to compensate for the higher charges incurred by the Company in prior periods. The related historical costs were previously recognized by the Company within cost of revenues and, as such, the gain related to the free equipment was recorded in the same line item.  The gain was calculated based on the fair market value of the production equipment as if it had b

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

       DIVISION OF
CORPORATION FINANCE

        May 6, 2013

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 2
Filed  August 1 5, 2012
Form 10 -Q for the quarter ended September 30, 2012
Filed on October 26, 2012
 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 better unders tand 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 circumstances , 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 year ended June 30, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32
Liquidity and Capital Resources, page 43

1. We note your disclosure on page 72 that income taxes were not provided on undistributed
earnings from certain subsidiaries as t hose earnings are considered to be permanently
reinv ested in accordance with accounting guidance.   In this regard, please revise your

Ernst J. Teunissen
Vistaprint N.V .
May 6, 2013
Page 2

 liquidity section of MD&A to disclose  a statement that you would need to accrue and pay
taxes if repatriated; and a statement that you do not intend to repatriate the funds.  Also,
please revise Note 11 to disclose the cumulative amount of earnings of foreign
subsidiaries in which income taxes have not been provided because they are considered
to be permanently reinvested pursuant to ASC 740 -30-50.

Financial Statements, pag e 48

Notes to Consolidated Financial Statements, page 56

3. Fair Value Measurements, page 61

2. Please revise the disclosure on page 63 to include  the level under the fair value hierarchy
that was used to determine the fair value of your debt at June 30, 2 012.  Refer to the
guidance outlined in ASC 820 -10-50-2E.

4.  Property, Plant and Equipment, page 63

3. We note from your disclosure on page 29 you own a 12  acre site in Montego Bay,
Jamaica which you are currently constructing a new 92,000  square foot buil ding for a
customer service, sales and design support center , and construction in progress as of June
30, 2012 was approximately $33 million.  In this regard, please disclose the amount of
interest expense capitalized , if any,  during the period pursuant to  ASC 835 -20-50.

9.  Shareholders’ Equity, page 68
Share -based awards, page 68
Share Options, page 69

4. Reference is made to table reflecting the summary of share option activity for the year
ended June 30, 2012.  We note the amounts presented as the “Aggregate Intrinsic Value”
for outstanding, vested, and exercisable share options  are identical at the end of the
period ; however, the number of options and weighted average exercises prices vary for
each caption.  Please advise and revise the amounts, ac cordingly.

11. Income Taxes, page 71

5. Reference is made to the line item “IP installment obligation” in the table on page 72.
We note from your disclosure that this deferred tax liability resulted from the gain
recognized on an intra -entity transfer of W ebs’ intellectual property; however, it is
unclear why this transaction resulted in gain recognition when the nature of the
transaction was an intra -entity transfer.  Please clarify for us and explain why you believe
it is appropriate for the related tax e xpense incurred from the recognition of the gain to be
deferred and amortized over a weighted average period of 13 years.  As part of your
response, please tell us how the gain is being recorded within the financial statements.

Ernst J. Teunissen
Vistaprint N.V .
May 6, 2013
Page 3

 Furthermore, we note from y our disclosure that the subsidiary elected to purchase the
Webs Intellectual Property using an installment obligation that results in the tax being
paid over a 7 years and 6 months term.  In this regard, please explain the significance of
the 7 years and 6  months term over which the tax is being paid (i.e. same period as
installment obligation is being repaid) and cite any technical authoritative guidance used
in determining the appropriate accounting treatment.  We may have further comment
upon receipt of your response.

Form 10 -Q for the quarter ended September 30, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
17
Results of Operations, page 19
Cost of Revenue, page 21

6. We note that you recognized a non -cash gain within costs of revenues related to a free
piece of equipment during the quarter ended September 30, 2012.  Please tell us the
nature of the transaction that resulted in the receipt of equipment for free, how the gain
was determined, and why classi fication of the gain in cost of revenues was appropriate.
We may have further comment upon receipt of your response.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing 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 responsible 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.

Ernst J. Teunissen
Vistaprint N.V .
May 6, 2013
Page 4

 You may contact Heather Clark at 202 -551-3624 or Jean Yu at 202 -551-3305 if you have
questions regarding comments on the financial statements and r elated matters.  Please c ontact me
at 202 -551-3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

        March 2, 2012  Via E-mail

Mr. 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, 2011
Filed August 17, 2011
 File No. 000-51539

Dear Mr. Teunissen:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
/s/ Linda Cvrkel
 Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

CORRESP

 March 1, 2012

 BY EDGAR SUBMISSION

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
Ms. Linda Cvrkel, Branch Chief

Re:
Vistaprint N.V.

Form 10-K for the year ended June 30, 2011

Filed August 17, 2011

File No. 000-51539

 Ladies and Gentlemen:

 Vistaprint N.V. (“Vistaprint” or the “Company”), submits this letter in response to the comments regarding
the above referenced filing contained in a letter dated February 23, 2012 from Linda Cvrkel, Branch Chief of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), to Ernst J.
Teunissen, Executive Vice President and Chief Financial Officer of Vistaprint. The Company’s response to each comment contained in the Staff’s letter is set forth below and is keyed to the numbering of the comment and heading used in the
Staff’s letter. For your reference, the Staff’s comment is reproduced in italics and the Company’s response is set forth below the comment in standard type.

 Annual Report on Form 10-K for the fiscal year ended June 30, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 38

Critical Accounting Policies and Estimates, page 40

1.
We note that the disclosures provided in your critical accounting policies are essentially identical to the information included in Note 2 on page 60 of the notes to
your consolidated financial statements. Please note that the disclosure in MD&A should supplement, not duplicate, the description of accounting policies disclosed in the notes. In this regard, please ensure that your critical accounting
estimates disclosures (1) provide greater insight into the quality and variability of information in the consolidated financial statements; (ii) address specifically why the accounting estimates or assumptions bear the risk of change;
(iii) analyze the factors on how the company arrived at material estimates including how the estimates or assumptions have changed in the past and is reasonably likely to change in the future; and (iv) analyze the specific

 United States Securities and Exchange Commission

 March 1, 2012

 Page 2

sensitivity to change of your critical accounting estimates or assumptions based on other outcomes with quantitative and qualitative disclosure, as necessary. Please
confirm your understanding and revise accordingly. You may refer to the guidance in Section V of FRR-72 (Release No. 33-8350).

 Response:

 In response to the Staff’s comment, the Company confirms
that it understands the critical accounting estimate disclosure requirements, including the guidance provided in Release No. 33-8350. In its future filings, the Company will modify its disclosure of Critical Accounting Policies and Estimates in
MD&A and, to the extent appropriate, provide further analysis of the factors identified in Section V of FRR-72 (Release No. 33-8350). For example, the Company completed two material acquisitions during the fiscal year ending June 30,
2012 and therefore expects to provide both qualitative disclosure and quantitative information, if quantitative information is reasonably available and meaningful, to describe the uncertainties and significant judgments associated with its business
combinations, goodwill and intangible assets as part of the Critical Accounting Policies and Estimates discussion in MD&A.

 Financial
Statements, page 52

 Consolidated Statements of Cash Flows, page 58

2.
Reference is made to the line item “Sales, maturities and redemptions of marketable securities” within investing activities. Please revise to separately
state the cash flows related to the sales, maturities, and redemptions of marketable securities on a gross rather than net basis in accordance with ASC 230-10-45-11.

 Response:

 The Company respectfully acknowledges the Staff’s comment
and reference to ASC 230-10-45-11. A breakdown of the sales, maturities and redemptions of marketable securities by fiscal year is as follows (in thousands):

Year Ended June 30,

2011

2010

2009

 Sales

$
—

$
—

$
—

 Maturities

9,470

—

30,162

 Redemptions

100

100

1,775

 Total sales, maturities and redemptions

$
  9,570

$
     100

$
31,937

 The Company previously presented the gross sales, maturities and redemptions in the statement of cash
flows as a single item on the basis of materiality. There were no sales of investments in any of the fiscal years presented and redemptions represented 0.1%, 0.3%, and

 United States Securities and Exchange Commission

 March 1, 2012

 Page 3

 3.1% of net cash used in investing activities for each of the fiscal years ended June 30, 2011, 2010 and 2009, respectively. The Company does not currently hold marketable securities, but will
present sales, maturities and redemptions separately on a gross basis in future filings if any of the individual line items becomes material. Further, to provide additional clarity in future filings we will adjust the description of this line item
in the Consolidated Statements of Cash Flows to read, “Maturities and redemptions of marketable securities”.

 Notes to
Consolidated Financial Statements, page 60

 Fair Value Measurements, page 66

3.
We note that Note 3 includes disclosure of your fair value measurements. In light of the asset impairment charges recognized in the last three years per page 63,
please revise to include the disclosures required by ASC 820-10-50-5 for all assets or liabilities measured at fair value on a non-recurring basis. Please note that ASC 820-10-50-8 requires this information to be in tabular form.

 Response:

 In response to the Staff’s comment, the Company respectfully advises the Staff that in connection with the preparation of the Company’s financial statements for the fiscal year ended
June 30, 2011, the Company considered the disclosures required by ASC 820-10-50-5. As background, the impairment charges recognized in each of the last three years per page 63 represent full write-downs of the carrying amount of specific
capitalized software and development projects that we concluded were no longer probable of being completed and placed in service (consistent with the guidance in ASC 350-40-35-3) and individual items held within property, plant and equipment that
were abandoned (consistent with the guidance in ASC 360-10-35-47 through 35-48). The Company determined that the disclosures for assets measured at fair value on a non-recurring basis were not required as the related assets had a fair value of zero.
The carrying amount of the remainder of capitalized software and development costs and property, plant, and equipment is based on the historical cost. The Company will continue to assess the disclosure requirements of ASC 820-10-50-5 in the future
for all assets and liabilities that are measured at fair value on a non-recurring basis.

 United States Securities and Exchange Commission

 March 1, 2012

 Page 4

 In connection with this response, the Company hereby acknowledges 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.

 If you require additional information, please telephone the undersigned at 781.652.6635
or Lawrence Gold, Senior Vice President and General Counsel of Vistaprint, at 781.652.6541. Alternatively, you may also contact Thomas Ward at Wilmer Cutler Pickering Hale and Dorr LLP at 617.526.6374.

Very truly yours,

 Michael C. Greiner

 Vice President and Chief Accounting Officer

cc:
Ernst J. Teunissen

 Lawrence A.
Gold, Esq.

 Thomas S. Ward, Esq.

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

       DIVISION OF
CORPORATION FINANCE

        February 23, 2012  Via E-mail

Mr. 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, 2011
Filed August 17, 2011
 File No. 000-51539

Dear Mr. Teunissen:

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

Please respond to this letter within ten busines s days by confirming that you will revise your
documents in future filings.  If you do not believe our comments apply to your facts and
circumstances please tell us why in your response.

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

 Annual Report on Form 10-K for the fiscal year ended June 30, 2011

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
38
Critical Accounting Policies and Estimates, page 40

1. We note that the disclosures provided in your  critical accounting policies are essentially
identical to the information included in No te 2 on page 60 of the notes to your
consolidated financial statements.  Please note that the disclosu re in MD&A should
supplement, not duplicate, the description of accounting policies disclo sed in the notes.
In this regard, please ensure that your cr itical accounting estim ates disclosures (1)
provide greater insight into the quality and variability of  information in the consolidated
financial statements; (ii) address spec ifically why the acc ounting estimates or

Mr. Ernst J. Teunissen
Vistaprint N.V. February 23, 2012 Page 2
 assumptions bear the risk of change; (iii) analyze the factors on how the company arrived
at material estimates including how the esti mates or assumptions have changed in the
past and is reasonably likely  to change in the future; and (iv) analyze the specific
sensitivity to change of your critical account ing estimates or assumptions based on other
outcomes with quantitative and qualitative disclo sure, as necessary.   Please confirm your
understanding and revise accordingly.  You ma y refer to the guidance in Section V of
FRR-72 (Release No. 33-8350).
 Financial Statements, page 52

Consolidated Statements of Cash Flows, page 58

2. Reference is made to the line item “Sales, maturities and redemptions of marketable
securities” within investing ac tivities.  Please revise to separately state the cash flows
related to the sales, maturities, and redemptions  of marketable securities on a gross rather
than net basis in accordance with ASC 230-10-45-11.
 Notes to Consolidated Financial Statements, page 60

3. Fair Value Measurements, page 66

3. We note that Note 3 includes disclosure of your  fair value measurements.  In light of the
asset impairment charges recognized in the la st three years per page  63, please revise to
include the disclosures require d by ASC 820-10-50-5 for all asse ts or liabilities measured
at fair value on a non-recurring basis.  Pl ease note that ASC 820-10-50-8 requires this
information to be in tabular form.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filing 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 responsible for the accuracy and
adequacy of the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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.

Mr. Ernst J. Teunissen
Vistaprint N.V. February 23, 2012 Page 3
 You may contact Heather Clar k at 202-551-3624 or Jean Yu  at 202-551-3305 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at 202-551-3813 with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

February 16, 2011
 Via Fax & U.S. Mail

 Mr. Robert S. Keane President and Chief Executive Officer Vistaprint N.V. 5928 LW Venlo The Netherlands

Re: Vistaprint N.V.
 Form 10-K for the year ended June 30, 2010
Filed August 27, 2010
 File No. 0-51539

Dear Mr. Keane:

We have completed our review of your Form 10-K noted above and do not, at  this time, have any
further comments.
Sincerely,

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

corresp

February 11, 2011

BY EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attn:

    Ms. Linda Cvrkel, Branch Chief

    Re:

    Vistaprint N.V.

    Form 10-K for the year ended June 30, 2010

    Filed August 27, 2010

    File No. 000-51539

Ladies and Gentlemen:

     Vistaprint N.V. (“Vistaprint” or the “Company”), submits this letter in response to the
comment regarding the above referenced filing contained in a letter dated January 28, 2011 from
Linda Cvrkel, Branch Chief of the staff (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”), to Robert S. Keane, President and Chief Executive Officer of
Vistaprint. The Company’s response to the comment contained in the Staff’s letter is set forth
below and is keyed to the numbering of the comment and heading used in the Staff’s letter. For
your reference, the Staff’s comment is reproduced in italics and the Company’s response is set
forth below the comment in standard type.

Form 10-Q for the period ended September 30, 2010

Note 8 — Commitments and Contingencies

    1.

    We note your disclosure regarding several of your legal proceedings described in Note 8 (as
well as Note 12 of your year-end financial statements) regarding the fact that you are unable
to express an opinion as to their likely outcome. Even though you cannot predict their
outcome, in accordance with ASC 450-20-50-3 if no accrual is made for a loss contingency
because one or both of the conditions are not met, or an exposure to loss exists in excess of
the amount accrued pursuant to the provisions of ASC 450-20-30-1, disclosure of the
contingency shall be made when there is at least a reasonable possibility that a loss or an
additional loss may have been incurred. The disclosure shall indicate the nature of the
contingency and shall give an estimate of the possible loss or range of loss or state that
such an estimate cannot be made. In light of the fact that these proceedings were initiate in
2009 or earlier, supplementally advise us and revise your disclosures in future filings to
indicate why management is unable to predict the

United States Securities and Exchange Commission

February 11, 2011

Page 2

    likelihood of an unfavorable outcome, and what management has done to try to determine the
ultimate outcome. If further developments have occurred by the time of your response,
supplementally advise us and revise your disclosures in future filings to provide the
information pursuant to ASC 450-20-50-3. We may have further comment upon reviewing your
response.

Response:

     Prior to the issuance of its financial statements each reporting period, the Company evaluates
each contingency to determine whether or not it is probable, reasonably possible or remote that a
liability has been incurred and, if it is at least reasonably possible, whether a possible loss or
range of loss can reasonably be estimated under the provisions of ASC 450-20-25-2. This evaluation
is the result of a comprehensive process designed to ensure that any required accounting entries
and disclosures are appropriately and timely made and involves the Company’s corporate accounting
team and internal and external legal representatives engaged in the activity of each legal
proceeding. The process includes regular communications during the quarter and scheduled meetings
shortly before the issuance of the Company’s quarterly financial results involving legal and
accounting personnel to evaluate any new legal proceedings and the status of any developments in
each existing legal proceeding, as well as the preparation of quarterly lawyers’ letters describing
any new legal proceedings and updating the status of each existing legal proceeding. This
evaluation includes a careful consideration of the then-current status of each legal proceeding
within the scope and context of the entire proceeding, including to the extent applicable the
procedural status of each lawsuit, any potential opportunities to dispose of the case on its merits
before trial (for example, a motion to dismiss or for summary judgment), the amount of time
remaining before trial, the status and course of discovery, any communications between the Company
and the plaintiff such as settlement discussions or arbitration or mediation proceedings, and the
judgment of internal and external counsel regarding the likelihood of the Company’s success prior
to or at trial and potential damages, if any.

     After executing the process described above and based on its evaluation of information
available at the time of filing its Form 10-Q for the period ended September 30, 2010, the Company
was unable to express an opinion on the outcome of the legal proceedings disclosed based upon the
activity through the filing date and the overall scope and context of the proceedings. The Company
also believed, and continues to believe, based upon the nature and status of the disclosed matters
and its evaluation of the information that was then available, that it was unable to establish a
meaningful range of possible loss for any of the legal proceedings.

     In Note 9 of the Company’s Form 10-Q for the period ended December 31, 2010 filed on January
28, 2011, the Company removed its disclosure of the contingencies for two legal proceedings
previously disclosed in the Forms 10-K and 10-Q reviewed by the Staff (the patent infringement
lawsuit against print24 GmbH, unitedprint.com AG and their two managing directors and the patent
infringement lawsuit against 123Print, Inc. and Drawing Board (US), Inc.) because the Company had
concluded that a loss, if any, would not be material to the

United States Securities and Exchange Commission

February 11, 2011

Page 3

Company’s financial position or results of operations and would not be material to a decision
to buy or sell the Company’s securities. The Company will include disclosure of these
contingencies in the future only to the extent that additional developments occur that result in
these matters becoming material or if there is activity relating to the contingencies that is
required to be disclosed to ensure the consolidated financial statements are not misleading.

     For the one outstanding legal proceeding disclosed in the Form 10-Q for the period ended
December 31, 2010 (the patent infringement lawsuit filed by ColorQuick LLC), after executing the
process described above the Company continued to be unable to express an opinion as to the likely
outcome of the proceeding as of the date of the Form 10-Q filing and has disclosed this inability.
In addition, the Company included a statement that it cannot reasonably estimate a potential range
of loss related to this proceeding. The Company’s conclusion as to its inability to express an
opinion as to the likely outcome or potential range of loss was based upon its evaluation of the
information available to it at the time of filing, in light of the factors described above,
including the amount of time remaining before trial, the Company’s ongoing analysis of materials
received in discovery, communications between the Company and the plaintiff and the judgment of
internal and external counsel. No further developments have occurred as of the date of this
response letter that would enable the Company to state an opinion regarding the outcome of the
proceeding or possible range of loss. The Company will continue to assess whether it is able to
express an opinion as to the ultimate outcome of this matter or estimate a possible range of loss
for it as the litigation progresses and additional information about the claim becomes available
within the context of the overall matter.

     In response to the Staff’s comment, in future filings the Company will modify its disclosures
to the extent applicable and if it cannot reasonably estimate a potential range of loss will add
the underlined language below:

On July 21, 2009, Vistaprint Limited and OfficeMax Incorporated were named as defendants in
a complaint for patent infringement filed by ColorQuick LLC in the United States District
Court for the Eastern District of Texas. The complaint alleges that Vistaprint Limited and
OfficeMax Incorporated are infringing U.S. patent 6,839,149, relating generally to systems
and methods for processing electronic files stored in a page description language format,
such as PDF. The plaintiff is seeking a declaration that the patent at issue is valid and
enforceable, a declaration that Vistaprint Limited infringes, the entry of a preliminary and
permanent injunction, and damages. Based on the Company’s evaluation of available
information, including the amount of time remaining before trial, the results of discovery,
communications between the Company and the plaintiff and the judgment of internal and
external counsel, the Company is unable to express an opinion as to the likely outcome
of this matter and cannot reasonably estimate a potential range of loss.

In connection with this response, the Company hereby acknowledges 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.

     If
you require additional information, please telephone the undersigned
at 781.652.6222 or
Lawrence Gold, Senior Vice President and General Counsel of Vistaprint, at 781.652.6541.
Alternatively, you may also contact Thomas Ward at Wilmer Cutler Pickering Hale and Dorr LLP at
617.526.6374.

Very truly yours,

Michael Giannetto

Chief Financial Officer

    cc:

    Lawrence A. Gold, Esq.

    Thomas S. Ward, Esq.

January 28, 2011
 Via Fax & U.S. Mail

 Mr. Robert S. Keane President and Chief Executive Officer Vistaprint N.V. 5928 LW Venlo The Netherlands

Re: Vistaprint N.V.
 Form 10-K for the year ended June 30, 2010
Filed August 27, 2010
 File No. 0-51539

Dear Mr. Langan:
 We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to  why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary  in your response.  In some of our comments,
we may ask you to provide us with supplementa l information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. Robert S. Keane Vistaprint N.V. January 28, 2011 Page 2

Form 10-Q for the period ended September 30, 2010

Note 8 -Commitments and Contingencies
Legal Proceedings, page 13
1. We note your disclosure regard ing several of your legal pro ceedings described in Note 8
(as well as Note 12 of your year-end financia l statements) regarding the fact that you are
unable to express an opinion as to their likely outcome.  Even though you cannot predict
their outcome, in accordance with ASC 450-20-50-3 if no accrual is made for a loss contingency because one or both of the conditi ons are not met, or an exposure to loss
exists in excess of the amount accrued pur suant to the provisions of ASC 450-20-30-1,
disclosure of the contingency shall be made wh en there is at least a reasonable possibility
that a loss or an additional  loss may have been incurred.
  The disclosure shall indicate the
nature of the contingency and shall give an estimate of the possible loss or range of loss
or state that such an estimate cannot be made.  In light of the fact that these proceedings
were initiate in 2009 or earlier, supplementa lly advise us and revi se your disclosures in
future filings to indicate why management is unable to predict the likelihood of an
unfavorable outcome, and what management has done to try to determine the ultimate
outcome .  If further developments have o ccurred by the time of your response,
supplementally advise us and revise your disclosures in future filings to provide the information pursuant to ASC 450-20-50-3.
We may have further comment upon reviewing
your response.

Other

2. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mr. Robert S. Keane Vistaprint N.V. January 28, 2011 Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Effie Simpson at (202) 551-3346, or in her ab sence, Jean Yu, at (202)
551-3305 if you have questions regarding comments  on the financial statements and related
matters.  Please contact the undersigned w ith any other questi ons at (202) 551-3750.

Sincerely,

Linda Cvrkel Branch Chief
 Via Facsimile:  Michael Giannetto   (781) 652-6092

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          May 19, 2009  Mr. Robert S. Kean Chief Executive Officer VistaPrint Limited 22 Victoria Street Hamilton, HM 12 Bermuda
Re:  VistaPrint Limited
  Form 10-K and 10-K/A for fiscal year ended June 30, 2008   Filed August 29, 2008 (10-K/A filed October 8, 2008)    File No. 000-51539

Dear Mr. Kean:
We have reviewed your responses to the comments in our letter dated March 3,
2009 and have the following additional comments.
 Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
 General – Form 10-K

1. We note your response to our comment 1 and reissue in part.  Please amend
your Form 10-K/A to file CEO and CFO certifications that include Paragraph
3 of Item 601(b)(31) of Regulation S- K. Please refer to SEC Release No. 33-
8124.

2. In addition, in light of your amendment to Form 10-K to correct a misstated
number in your MD&A, please set forth in reasonable detail the basis for
management’s conclusion that your disc losure controls a nd procedures were
nonetheless effective as of the end of  the period covered by your 10-K.

Mr. Robert S. Kean
VistaPrint Limited
May 19, 2009
Page 2

* * * * *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact Chanda
DeLong at (202) 551-3490.  If you need further assistance,  you may contact me at (202)
551-3314.           R e g a r d s ,            D a n i e l  M o r r i s          A t t o r n e y - A d v i s o r    cc:  Mr. Tom Ward via facsimile (617-526-5000)

CORRESP
1
filename1.htm

Response Letter

 VISTAPRINT LIMITED

 June 3, 2009

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
Daniel Morris

 Chanda DeLong

Re:
VistaPrint Limited

 Form 10-K and 10-K/A for the fiscal
year ended June 30, 2008

 Filed August 29, 2008 (10-K/A filed October 8, 2008)

 File No. 000-51539

 Ladies and Gentlemen:

 This letter is being submitted on behalf of VistaPrint Limited (the “Company”) in response to the comments provided to the Company in the letter dated
May 19, 2009 (the “Letter”) from Daniel Morris of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The responses set forth below are keyed to the numbering of the comments and
the headings used in the Letter.

 General—Form 10-K

1.
We note your response to our comment 1 and reissue in part. Please amend your Form 10-K/A to file CEO and CFO certifications that include Paragraph 3 of Item 601(b)(31) of
Regulation S-K. Please refer to SEC Release No. 33-8124.

Response:
The Company will amend its Form 10-K/A to file Chief Executive Officer and Chief Financial Officer certifications that include Paragraph 3 of Item 601(b)(31) of Regulation S-K.

2.
In addition, in light of your amendment to Form 10-K to correct a misstated number in your MD&A, please set forth in reasonable detail the basis for management’s
conclusion that your disclosure controls and procedures were nonetheless effective as of the end of the period covered by your 10-K.

Response:
 The Company filed its 10-K for its fiscal year ended June 30, 2008 (“fiscal 2008”) on August 29, 2008. Subsequently, an external
securities analyst made an inquiry regarding the amount reported in the filing as the subset of the Company’s total annual capital expenditures in fiscal 2008 attributable to

purchases of information technology and facility related assets in the Liquidity and Capital Resources — Investing Activities section of the
filing.

 Management conducted a preliminary review of the disclosure in question and determined that the Form 10-K
filing included an inaccurate disclosure of the portion of capital expenditures attributable to purchases of information technology and facility related assets in fiscal 2008. Management then proceeded to conduct a full review of that inaccuracy, as
well as the other disclosures contained in the Form 10-K, and concluded that:

•

 The inaccurate supplementary disclosure regarding capital expenditures attributable to purchases of information technology and facility related assets in fiscal
2008 appeared only once in the filing and was not material to an understanding of the Company’s financial condition and results of operations or liquidity;

•

 The error had occurred due to a mistake in aggregating information on a supporting schedule; and

•

 The required disclosure of the Company’s total capital expenditures for fiscal 2008 was properly stated throughout the filing, including in the Company’s
financial statements.

 In light of the inaccurate disclosure, management also reviewed its conclusion that the
Company’s disclosure controls were effective as of the end of the period covered by the 10-K. Broadly speaking, the Company’s disclosure controls include a review by internal financial staff of the Company’s financial statements and
Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosures, reviews and checks of disclosures against the Company’s audited financial statements, oversight review of all SEC filings and financial
disclosures by a disclosure committee comprised of financial and legal personnel and by the Audit Committee of the Board of Directors, and review by external auditors and legal advisers of disclosures to be made in filings with the Commission.
Management concluded that its disclosure controls and procedures were effective as of the end of the period covered by the 10-K based on the following factors:

•

 Sarbanes-Oxley testing from both management and external auditors had been completed and concluded, with appropriate substantiation, that management’s design
and operating effectiveness of internal control over financial reporting was effective as it related to required financial statement disclosures. The error did not contradict that conclusion;

•

 Historically, the review process with respect to the Company’s disclosure controls had always functioned effectively;

•

 After a thorough review of all other disclosures in the filing, no other errors were detected;

•

 The error did not affect any of the Company’s financial statements contained in the Form 10-K;

•

 The error did not result in the statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K
being untrue in any material respect nor did it make those statements, in light of the circumstances under which they were made, misleading; and

•

 The error was an isolated event due to a failure to aggregate information correctly from a supporting schedule and did not reflect a systemic deficiency.

 Management’s conclusion was reviewed with outside legal counsel, the Company’s independent audit firm, and
the Chairman of the Audit Committee of the Board of Directors. Although the error did not result in any materially inaccurate disclosure of the Company’s financial condition and results of operations or liquidity, management concluded that it
would be beneficial to future readers of the Company’s Form 10-K to amend the filing to correct the error. Therefore, management filed an amendment to the Company’s 10-K on Form 10-K/A on October 8, 2008, correcting the single value
in question that was in error.

 * * *

 As
requested in the Letter, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 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.

 Please contact the undersigned at (781) 652-6222 or Lawrence Gold of the Company at (781) 652-6541 if you have any
questions or if we can be of any further assistance.

 Sincerely,

 Michael Giannetto

 Chief Financial Officer

cc:
Lawrence A. Gold, Esq.

 Thomas S. Ward, Esq.

CORRESP
1
filename1.htm

Response Letter

 April 17, 2009

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Daniel Morris

Chanda DeLong

Re:
VistaPrint Limited

Form 10-K and 10-K/A for the fiscal year ended June 30, 2008

Filed August 29, 2008 (10-K/A filed October 8, 2008)

File No. 000-51539

 Ladies and Gentlemen:

 This letter is being submitted on behalf of VistaPrint Limited (the “Company”) in response to the comments provided to the Company in the letter dated
March 3, 2009 (the “Letter”) from Daniel Morris of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The responses set forth below are keyed to the numbering of the comments and
the headings used in the Letter.

 General—Form 10-K

1.
Please amend your Form 10-K/A to file CEO and CFO certifications in the form set forth in Item 601(b)(31) of Regulation S-K.

Response:
The Company believes that the CEO and CFO certifications (the “Filed Certifications”) included in the Form 10-K/A filed on October 8, 2008 (the “Form
10-K/A”), comply with the requirements of Item 601(b)(31) of Regulation S-K and that any modification to the Filed Certifications is not necessary or appropriate.

Item 601(b)(31) of Regulation S-K specifies the text of each certification, which includes an introduction, followed by five separately numbered paragraphs, and a signature
block for the appropriate corporate officer. The Filed Certifications contain the introduction, paragraphs numbered (1) and (2) and the signature of each of the Company’s Chief Executive Officer and Chief Financial Officer,
respectively. The Filed Certifications did not include paragraphs numbered (3), (4) and (5) from Item 601(b)(31) of Regulation S-K because the Company believes that it is not appropriate to include these paragraphs as part of the Form
10-K/A filings. The following addresses the Company’s reasons for excluding each such paragraph.

Paragraph 4 and Paragraph 5. Paragraph 4 and Paragraph 5 relate to the design and evaluation of disclosure controls and procedures and internal control over financial
reporting and the disclosures with respect thereto in the report filed with the Commission. The Staff has recognized that having a CEO or CFO’s certification under Item 601(b)(31) include these paragraphs is not appropriate when the
amended report itself does not contain any information regarding the design and evaluation of disclosure controls and procedures and internal control over financial reporting. The Staff has previously issued guidance on Rule 13a-14 to that effect
and authorized issuers to omit those paragraphs in certifications in those circumstances. Specifically, in the Answer to Question 161.01 to the Compliance Disclosure and Interpretations for the Exchange Act Rules, the Staff has stated that if an
amendment to a periodic report “does not contain or amend disclosure pursuant to Item 307 or 308 of Regulation S-K (or the equivalent disclosure requirement in Form 20-F or 40-F), and such disclosure is not otherwise required to be amended
given the nature of the reasons for the amendment, paragraphs 4 and 5 may be omitted from the certifications that are filed with the amendment.” The Form 10-K/A filed by the Company did not amend Item 9A of Form 10-K or otherwise
contain disclosure pursuant to Item 307 or 308 of Regulation S-K and so the Company submits that paragraphs 4 and 5 were appropriately omitted from the Filed Certifications.

Paragraph 3. A similar analysis applies with respect to Paragraph 3. The text of Paragraph 3 is as follows:

“Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report.”

The “report” referenced in the Filed Certifications is the Form 10-K/A. Rule 12b-15 requires that amendments set forth the complete text of each item as amended. The Form
10-K/A amended only Part II, Item 7— Management’s Discussion and Analysis of Financial Conditions and Results of Operations to correct a misstatement of costs related to Fiscal Year 2008 purchases of information technology and
facility related assets contained in Part II Item 7 of the Form 10-K for the fiscal year ended June 30, 2008. The item amended by the Form 10-K/A was not, and was not required to be, contained in the Company’s financial statements
filed in the Form 10-K. Accordingly, the correction in the Form 10-K/A did not require any amendment to the financial statements included in the previously filed Form 10-K and so the Form 10-K/A did not include, nor was it required to include,
the financial statements contained in Part II Items 8 of Form 10-K.

The Company believes that in these circumstances including the Paragraph 3 in the Filed Certifications would have been inappropriate. Including Paragraph 3, with its reference to
the “financial statements...included in this report”, would have been inconsistent with the actual contents of the Form 10-K/A (as no financial statements were, or were required to be, included in the report) with the result that the
Filed Certifications would have been inaccurate.

The Staff has recognized this concern and indicated in the Answer to Question 5 for the Frequent Asked Questions relating to the Sarbanes-Oxley Act of 2002 that if an amendment to a
periodic report neither contains nor amends financial statements that Paragraph 3 may be omitted, though the Staff’s Answer to Question 161.01 to the Compliance Disclosure and Interpretations for the Exchange Act Rules referenced above is
ambiguous as it does not answer directly how certifications are impacted in an amended report that does not include financial statements though does contain other financial information.

Moreover, while the disclosures in the Form 10-K/A included financial information in the Management’s Discussion and Analysis of Financial Conditions and Results of Operations,
such disclosure alone, without the accompanying financial statements and notes thereto did not, and was not intended or required to, “fairly present in all material respects the financial condition, results of operations and cash flows” of
the Company. The Company believes that including Paragraph 3 in the Filed Certifications therefore would also have been inappropriate for the independent reason that the Management’s Discussion and Analysis of Financial Condition and
Results of Operations contained in the 10-K/A, without audited financial statements and the related notes thereto, did not fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in the report and so a certification that included Paragraph 3 would have been inaccurate.

The Company further is of the view that it was not permitted under Item 601(b)(31) to vary the text of Paragraph 3 to make the certification consistent with the actual contents
of the Form 10-K/A. The instruction to Item 601(b)(31) of Regulation S-K requires the filing of “[t]he certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a)
(17 CFR 240.15d-14(a)) exactly as set forth below” (emphasis supplied). In order to resolve the inconsistencies noted above in circumstances in which financial statements are not included in an amended filing, it would be
necessary for companies to vary the text of the Paragraph 3 certification from filing to filing, which would significantly increase administrative complexity without adding any meaningful investor protection. Investors are already appropriately
protected by paragraph 2 of the Filed Certifications, which provides a certification from the Chief Executive Officer and Chief Financial Officer that, based on the officer’s knowledge, the report “does not contain any untrue
statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the statements covered by this report.”

For the foregoing reasons, the Company respectfully submits that the Filed Certifications were appropriate and that an amendment to the Form 10-K/A to file amended certifications is
not required.

 Definitive Proxy Statement on Schedule 14A (incorporated by reference into Part III of Form 10-K)

 Incentive Bonuses, page 23

2.
We note your disclosure regarding your incentive bonus program. We note that annual bonuses for your named executive officers are based on achievement of “target revenue
growth” and “earnings per share growth”, but we do not see sufficient discussion regarding these criteria. In future filings, please disclose the revenue growth and earnings per share growth targets for each executive officer. Please
refer to Item 402(b)(2)(v) of Regulation S-K. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b)
of Regulation S-K, please provide a detailed explanation for such conclusion. Please also note that to the extent you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the named officers or
how likely it will be for you to achieve the undisclosed target levels or other factors.

Response:
In future filings, the Company will disclose revenue growth and earnings per share growth targets for the applicable fiscal year in the discussion of the determination of
annual bonuses for each named executive officer under the Company’s incentive bonus program (to the extent such targets continue to be used). The Company acknowledges that to the extent it believes that disclosure of targets is not required
because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, it will provide a detailed explanation for such conclusion. The Company further acknowledges that to the
extent it has an appropriate basis for omitting specific targets, it will discuss how difficult it would be for the Company and the named officers or how likely it will be for the Company and the named officers to achieve the undisclosed target
levels or other factors.

 *
        *         *

 As requested in the Letter, the Company hereby
acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 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.

 Please contact the undersigned at (781) 652-6222 or Lawrence Gold, General Counsel of the Company,
at (781) 652-6541 if you have any questions or if we can be of any further assistance.

 Sincerely,

 Michael Giannetto

 Chief Financial Officer

 VistaPrint Limited

cc:
Lawrence A. Gold, Esq.

Thomas S. Ward, Esq.

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          March 3, 2009  Mr. Robert S. Kean Chief Executive Officer VistaPrint Limited 22 Victoria Street Hamilton, HM 12 Bermuda
Re:  VistaPrint Limited
  Form 10-K and 10-K/A for fiscal year ended June 30, 2008   Filed August 29, 2008 (10-K/A filed October 8, 2008)    File No. 000-51539

Dear Mr. Kean:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to
the staff.  Please respond w ithin ten (10) business days.

Mr. Robert S. Kean
VistaPrint Limited
March 3, 2009 Page 2

General – Form 10-K

1. Please amend your Form 10-K/A to file CEO and CFO certifications in the form set forth in Item 601( b)(31) of Regulation S-K.

Definitive Proxy Statement on Schedule 14A (inc orporated by reference into Part III of
Form 10-K)
 Incentive Bonuses, page 23

2. We note your disclosure regarding your incentive bonus program. We note
that annual bonuses for your name d executive officers are based on
achievement of “target revenue growth” and “earnings per share growth”, but
we do not see sufficient discussion regardi ng these criteria.  In future filings,
please disclose the revenue growth and earnings per share growth targets for
each executive officer. Please refer to Item 402(b)(2)(v) of Regulation S-K.
To the extent you believe that disclosure  of the targets is not required because
it would result in competitive harm such  that the targets could be excluded
under Instruction 4 to Item 402(b) of  Regulation S-K, please provide a
detailed explanation for such conclusion.  Please also note that to the extent
you have an appropriate basis for om itting the specific targets, you must
discuss how difficult it would be fo r the named executive officers or how
likely it will be for you to achieve th e undisclosed target levels or other
factors.

* * * * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible 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

Mr. Robert S. Kean
VistaPrint Limited
March 3, 2009
Page 3

‚ 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, you may contact Chanda
DeLong at (202) 551-3490.  If you need further assistance,  you may contact me at (202)
551-3314.           R e g a r d s ,            D a n i e l  M o r r i s          A t t o r n e y - A d v i s o r

Mail Stop 3561
        June 28, 2007

Via Fax & U.S. Mail

Mr. Harpreet Grewal
Chief Financial Officer
100 Hayden Avenue
Lexington, Massachusetts 02421

Re: Vistaprint Limited
 Form 10-K for the year ended June 30, 2006
Filed September 13, 2006
 File No. 000-51539

Dear Mr. Grewal:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

Mail Stop 3561
        April 17, 2007

Via Fax & U.S. Mail

Mr. Harpreet Grewal
Chief Financial Officer
100 Hayden Avenue
Lexington, Massachusetts 02421

Re: Vistaprint Limited
 Form 10-K for the year ended June 30, 2006
Filed September 13, 2006
 File No. 000-51539

Dear Mr. Grewal:

We have reviewed your response letter dated April 6, 2007 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended June 30, 2006

Management’s Discussion & Analysis, page 39

1. We note from your response to our prior comme nt 1 that you believe that referral fee
revenue and associated expenses do not n eed to be described from a quantitative

Mr. Harpreet Grewal
Vistaprint Limited
April 17, 2007 Page 2

standpoint in MD&A.  You state that costs associated with referral fees are significant
while at the same time you state that you do no t segregate and quantif y such costs.  It
is difficult for us to understand how you are able to conclude such costs are
significant if you have not quantified them.  Wh ile we note your assertion that referral
fee costs effectively include a pro rata porti on of all “core costs,” it is not clear on
what pro rata basis you assert  costs should be allocated, no r why pro rata allocation is
appropriate, nor whether it is consistent with  the costs and efforts incurred to add and
support the membership enrollment functiona lity and processing to your website and
back office operations.  In this regard, it w ould appear that the vast majority of your
core costs would continue to  be incurred if the membership enrollment functionality
and processing were discontinued.  If so, then it would likewise appear the direct
costs associated with this revenue are not significant.  We continue to believe that
because it appears the direct costs associated  with this revenue are not significant, and
the referral revenues appear to have been a highly material and disproportionate contributor to your operating income, you should make significant revisions in future
filings to emphasize and make clear the importance of referral revenues to your
results of operations.  As previously re quested, please revise your MD&A in future
filings to quantify referral revenues and associated costs for each period presented
and to discuss and analyze changes from pe riod to period.  Refer to the guidance in
Item 303 of Regulation S-K.  In addition, given the apparent significance of this revenue stream to your results of opera tions, we suggest that you estimate the
associated direct costs so as to provide,  at a minimum, qualitative discussion and
analysis of their materiality in your  MD&A.  Please respond to confirm your
agreement and to provide a draf t of your revise d disclosures.

********

 You may contact Claire Erlanger at (202) 551-3301 or  Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

Response Letter

 VistaPrint Limited

 Canon’s Court, 22 Victoria Street

 Hamilton HM12

 Bermuda

 April 6, 2007

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E., Mail Stop 3561

 Washington, D.C. 20549

Attention:
Linda Cyrkel

 Claire Erlanger

 Lyn Shenk

Re:
VistaPrint Limited

 Form 10-K for the fiscal year ended
June 30, 2006 (the “Form 10-K”)

 Filed September 13, 2006

 File No. 000-51539

 Ladies and Gentlemen:

 This letter is being submitted on behalf of VistaPrint Limited (the “Company”) in response to the comments provided to the Company in a letter (the
“Letter”) dated March 7, 2007 from Linda Cyrkel, Branch Chief of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Harpreet Grewal, Chief Financial Officer of the
Company. The responses are keyed to the numbering of the comments in the Letter and to the headings used in the Letter.

 Form 10-K for the year ended
June 30, 2006

1.
We note from your response to our prior comment 1. Based on the nature of your membership referrals, it would appear the direct costs associated with this revenue are not
significant. Therefore, referral revenues, which are unrelated to your primary business of printing, appear to have been a highly material and disproportionate contributor to your operating income and your primary business of printing appears to
have been significantly less profitable than a reader of your filings might believe. If our understanding is incorrect and costs associated wit this revenue are in fact significant, please quantify for us the amounts and nature of such costs.
Otherwise, we believe you should make significant revisions in future filings to emphasize and make clear the importance of referral revenues to your results of operations. Please revise your MD&A to quantify referral revenues and associated
costs for each period presented and to discuss and analyze changes from period to period. Refer to the guidance in Item 303 of Regulation S-K.

 April 6, 2007

 Page 2

 Response:

 VistaPrint
sells a wide variety of products targeted to value-oriented small businesses and consumers. At the inception of the Company’s operations several years ago, the Company sold primarily printed business cards. However, the Company quickly began
introducing additional products beyond printed products that would enable the Company to leverage its rapidly growing customer base. For example, the Company introduced customizable post cards that small businesses can use to market their businesses
to their own customers via the U.S. mail. The Company has continued to expand its offerings to include several other important non-printed products, such as rubber stamps and business card holders, logo design tools and, most recently, electronic
websites. In the last twelve months alone, the Company has introduced approximately 10 new product offerings, and the Company intends to introduce more in the coming months. In short, the Company continues to focus on providing a variety of
value-oriented product offerings to benefit its small business and consumer client base, rather than simply being a printing business.

 The
Company’s membership program offerings are one of the many types of value-oriented offerings that the Company markets to its customers. The membership programs work as follows: After the customer completes an order on the Company’s
website, the customer may be given the opportunity to subscribe to a 30-day free trial subscription from one or more specific third party membership rewards programs, which provide discounts on various products and services that are offered by
retail providers, such as discounts to movies, restaurants, and retail shopping establishments. The customer may later choose whether to continue with a paid subscription or terminate the program. These types of discounted offerings have proven to
be of interest to many of the Company’s value-oriented customers, and are consistent with VistaPrint’s overall marketing strategy.

 It is important to note that these membership program offerings are not the Company’s only source of third party referral fees. For example, the Company also sells websites to its customer base through a third party telemarketer, and
receives referral fees for such sales. The Company plans to continue to introduce new offerings unrelated to membership programs that will enable the Company to further expand its appeal to its value-oriented customer base.

 The Company does not separately allocate operating costs to any of its various product offerings. From an operating perspective, the Company does not
believe it is meaningful to allocate the various costs of its business across each of its products. There are many costs associated with the Company’s various revenue sources. In the case of each of the Company’s products, a key cost is
the ongoing software development that goes into the development and maintenance of the Company’s website each year, including software development projects focused on refining the Company’s proprietary user interface experience. These
software development costs benefit all of the products that are offered via the website, including the membership programs. Similarly, the millions of dollars

 April 6, 2007

 Page 3

 that are invested in the Company’s marketing activities to draw potential customers to the website also benefit all of the
Company’s offerings. The Company also incurs costs related to its core IT-related resources for hosting and maintaining the website infrastructure, as well as general and administrative expenses, such as its finance and legal functions, that
support the full range of the Company’s activities, including all of the Company’s product offerings. With respect to each of these costs, it is not appropriate for the Company to segregate or allocate such costs solely to printed products
or any other particular product or service distinct from the Company’s other offerings.

 The Company respectfully submits that the
costs associated with its third party membership program referral fees are in fact significant, as they effectively include a pro rata portion of all of the core costs, described above, that are necessary for the development, operation and
maintenance of the Company’s website offerings and the acquisition and retention of its substantial customer base. As with all of the Company’s product offerings, the Company’s membership referral fee revenue would not be possible
without the large investment the Company makes in the development of its website-based offerings and the ongoing acquisition of new customers and retention of existing customers. Put simply, without the Company’s website there would be no
membership referral fee revenue. Similarly, the benefit to the Company of its membership program offerings would be substantially reduced without the millions of customers the Company draws to its website each year who are potential subscribers to
the programs. The converse is also true: as with each of the Company’s products, the membership programs are an additional value-oriented component of the Company’s overall package of goods and services that contributes to the growth and
retention of the Company’s customer base.

 For the reasons stated above, the Company does not segregate the costs associated with its
referral fee revenue. The Company also believes that any such quantification, even if practicable, would not be material to an understanding of the Company’s results of operations. Referral fees have historically accounted for less than ten
percent (10%) of the Company’s revenue in every quarter of the Company’s existence. This amount has remained relatively constant even as the Company’s revenue has grown substantially each quarter for the past several years. As
described above, the Company believes that the overall costs associated with that revenue stream are significant and, as such, that the Company’s determination not to separately quantify the revenue or costs associated with this particular
offering distinct from the rest of its business is not misleading to the Company’s investors.

 Taken as a whole, the Company believes
that the existence of the revenue and associated costs from referral fees as a standalone offering does not have a material impact on its results of operations, distinct from any of the other products and services offered by the Company.
Accordingly, the Company respectfully submits to the Staff that, in the judgment of management, referral fee revenue and associated expenses do not need to be described from a quantitative standpoint in the Company’s MD&A in order to
understand

 April 6, 2007

 Page 4

 the Company’s results of operations in the manner contemplated by Item 303 of Regulation S-K.

 Consolidated Statements of Operations, page 56

2.
Should referral fee revenues exceed 10 percent of total revenues in the future, Rule 5-03(b) of Regulation S-X requires separate disclosure of these other revenues and their
associated costs on your income statement. While not currently required, in the interest of aiding investors in identifying and understanding the relative contribution to your operating profits of each revenue producing activity, we encourage you to
consider revising your income statement to separately disclose these amounts.

 Response:

 The Company notes the Staff’s comment and confirms that it will continue to monitor the level of referral fee revenue in order to ensure that
appropriate disclosures are made at all times in accordance with Rule 5-03(b) of Regulation S-X. The Company respectfully submits that its current practice of not separately disclosing the referral fee revenue remains appropriate.

 Note 2. Summary of Significant Accounting Policies, page 64

3.
We note your previously disclosed revenue recognition policy for referral fees. Please tell us whether enrollees in membership discount programs and other similar enrollments are
provided cancellations periods and, if so, tell us whether cancellations impact referral fees earned and the timing of your revenue recognition.

 Once an enrollee signs up for a membership in a discount program, it is typically charged a fixed fee each month by a third party merchant, after a 30-day free trial period has elapsed. The enrollee is free to cancel
its membership at any time after its initial enrollment. The Company earns its referral fee revenue from the third party merchant when one of our customers joins a membership rewards program via our website. The fee earned and paid to the Company is
not subject to future credit or charge-back by the merchant in the event that the enrollee cancels its membership before or after the 30-day free trial period; as such, the Company recognizes revenue in the period when the enrollee joins the
program. The only potential adjustment relates to enrollees whose credit or charge cards are declined due to insufficient credit limit or expiration. As a result, the Company, based on historical experience, reserves for the estimated amount of
referral revenue that will be impacted by the credit declines. From month to month, this amount has been approximately $100,000.

 April 6, 2007

 Page 5

 As requested in the Letter, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; 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.

 If you require additional information, please telephone the undersigned at 781-890-8434 or Thomas S. Ward of Wilmer Cutler
Pickering Hale and Dorr LLP, counsel to the Company, at 617-526-6374.

 Sincerely,

 /s/ Harpreet Grewal

 Enclosures

cc:
Lawrence A. Gold, Esq.

 Thomas S. Ward, Esq.

Mail Stop 3561
        March 7, 2007

Via Fax & U.S. Mail

Mr. Harpreet Grewal
Chief Financial Officer
100 Hayden Avenue
Lexington, Massachusetts 02421

Re: Vistaprint Limited
 Form 10-K for the year ended June 30, 2006
Filed September 13, 2006
 File No. 000-51539

Dear Mr. Grewal:

We have reviewed your response letter  dated February 26, 2007 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended June 30, 2006

Risk Factors, page 30

Management’s Discussion & Analysis, page 39

Mr. Harpreet Grewal
Vistaprint Limited
March 7, 2007 Page 2

1. We note from your response to our prior comment 1.  Based on the nature of your
membership referrals, it would appear the di rect costs associated with this revenue are
not significant.  Therefore,  referral revenues, which ar e unrelated to your primary
business of printing, appear to have been a highly mate rial and disproportionate
contributor to your operating income and your  primary business of printing appears to
have been significantly less profitable than a reader of your filings might believe.  If
our understanding is incorrect and costs asso ciated with this revenue are in fact
significant, please quantify for us the amounts and nature of such costs.  Otherwise,
we believe you should make significant revisi ons in future filings to emphasize and
make clear the importance of referral revenues to your results of operations.  Please
revise your MD&A to quantify referral revenues and associ ated costs for each period
presented and to discuss and analyze cha nges from period to period.  Refer to the
guidance in Item 303 of Regulation S-K

Consolidated Statements of Operations, page 56

2. Should referral fee revenues exceed 10 percent of total revenues in the future, Rule 5-03(b) of Regulation S-X requires separate disclosure of these other revenues and their associated costs on your income statement.   While not currently required, in the
interest of aiding investors in  identifying and understandin g the relative contribution
to your operating profits of each revenue producing activity, we encourage you to
consider revising your income statement to separately disclose these amounts.

Note 2.  Summary of Significan t Accounting Policies, page 64

3. We note your previously disclosed reve nue recognition policy for referral fees.
Please tell us whether enrollees in memb ership discount programs and other similar
enrollments are provided cancellations periods and, if so, tell us whether cancellations
impact referral fees earned and th e timing of your re venue recognition.

********

 You may contact Claire Erlanger at (202) 551-3301 or  Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

Mr. Harpreet Grewal
Vistaprint Limited
March 7, 2007 Page 3

CORRESP
1
filename1.htm

Correspondence Letter

FOIA Confidential Treatment Request

The entity requesting confidential treatment is

VistaPrint Limited

 Canon’s Court, 22 Victoria Street

 Hamilton HM12 Bermuda

 VistaPrint Limited

 Canon’s Court, 22 Victoria Street

 Hamilton HM12

 Bermuda

 February 26, 2007

 BY ELECTRONIC
SUBMISSION

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E., Mail Stop 3561

 Washington, D.C. 20549

Attention:

Linda Cyrkel

Claire Erlanger

Lyn Shenk

Re:

    VistaPrint Limited

    Form 10-K for the fiscal year ended June 30, 2006 (the “Form 10-K”)

    Filed September 13, 2006

    File No. 000-51539

 Ladies and Gentlemen:

 This letter is being submitted on behalf of VistaPrint Limited (the “Company”) in response to the comments provided to the Company in a letter (the “Letter”) dated January 10, 2007 from Linda Cyrkel, Branch Chief of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Mr. Harpreet Grewal, Chief Financial Officer of the Company. The responses are keyed to the numbering of the comments in the Letter and
to the headings used in the Letter.

 Form 10-K for the year ended June 30, 2006

 Risk Factors, page 30

 February 26, 2007

Page
 2

1.
You derive a portion of your revenues from referral fees for memberships in discount programs that provide savings on shopping, entertainment, dining out, movies and travel.
Please tell us the amounts of revenue you recognized from such referral fees in each of the last three fiscal years and latest interim period. In addition, please tell us, and revise your accounting policies to disclose, how you account for such
referral fees.

 Rule 83 Confidential Treatment Request by the Company

 Request #1

 Response:

 The amount of revenue the Company recognized from referral fees in each of the
last three years and latest interim period is as follows (in millions) 1:

Referral Revenue

Total Consolidated
Revenue

 Fiscal Year 2004

**

$58.8

 Fiscal Year 2005

**

$90.9

 Fiscal Year 2006

**

$152.1

 Six month period ended December 31, 2006

**

$114.0

 The Company is a party to contracts with merchants pursuant to which it earns referral fees. The
terms and conditions of these arrangements include provisions such as payments terms, fee structures and business tracking processes. The Company recognizes revenue on these transactions in accordance with its revenue recognition policies, which are
set forth below. Generally, the revenue is recognized at the time that a prospect referred by the Company completes a transaction with the merchant and all other revenue recognition criteria set forth below are satisfied. At the end of each month,
the Company bills its referral merchants for amounts due under the contract. The Company does not receive upfront payments from its referral merchants, nor are there any guaranteed minimums that must be achieved before earning a referral fee. All
fees earned through these arrangements are tracked either by the Company’s internal systems or by merchant verification mechanisms.

 1

 The Company respectfully requests that the redacted information contained in Response 1 be treated as
confidential information and that the Commission provide timely notice to Lawrence A. Gold, Esq., Senior Vice President and General Counsel of the Company, 100 Hayden Avenue, Lexington, MA 02421, (781) 890-8434, before it permits any disclosure
of the redacted information contained in Response 1.

 February 26, 2007

Page
 3

 The Company has previously disclosed its revenue recognition policy for referral fees in its Form
10-K for the period ended June 30, 2006 in both the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the notes to the consolidated financial statements. The pertinent sections have been included
below:

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Excerpt from Critical Accounting Policies and Estimates

 “We also generate revenue from order referral fees paid to us by merchants for customer click-throughs to merchant websites. Revenue generated from order referrals is recognized in the period that the
click-through impression is delivered provided that there is persuasive evidence of an arrangement, the fee is fixed or determinable, we have no significant remaining obligations and collection is reasonably assured.”

 Notes to consolidated financial statements

 Excerpt from Note 2. Summary of Significant Accounting Policies

 “The Company also generates
revenue from order referral fees received from merchants for customer click-throughs and orders that are placed on the merchants’ websites. Revenue generated from order referrals is recognized in the period that the click-through impression is
delivered, provided that there is persuasive evidence of an arrangement, the fee is fixed or determinable, no significant obligations remain and collection is reasonably assured.”

 MD&A, page 41

2.
You classify third party payment processor and credit card fees as marketing and selling expense. As these fees are directly related to the sale of your products, please tell us
your basis for classifying these expenses in marketing and selling rather than in cost of revenue.

 Response:

 The Company believes that its third party payment processor and credit card fees are more appropriately classified as marketing and selling
expense because these fees are related to the cash collection process for completing customer orders.

 February 26, 2007

Page
 4

 In contrast, only items related to the direct cost of production and delivery of customer orders are
considered to be a component of cost of revenue, such as materials used to generate its printed products, payroll expenses of manufacturing personnel, depreciation of production equipment and shipping charges. Unlike these production and delivery
related costs, the Company views third party payment processor and credit card fees costs as being more closely related to expenses incurred by the Company in marketing and selling to its customers and completing the customer order process.

 The Company also considered the guidance in Emerging Issues Task Force (“EITF”) EITF 00-10 Accounting for Shipping and
Handling Fees and Costs. Although EITF 00-10 did not specifically address third party payment process or credit card fees, the Company believes that paragraph 6 of EITF 00-10 provides guidance regarding appropriate income statement
classification of costs in cases where there is no clear guidance and diversity of practice exists: “the task force reached a consensus that the classification of shipping and handling costs is an accounting policy decision that should be
disclosed.” Consistent with EITF 00-10, the Company established and consistently applied its policy on the classification of the costs related to third party payment processor and credit card fees since inception. Moreover, the Company has
disclosed this policy in its Annual Report on Form 10-K in the both the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the notes to consolidated financial statements.

 As part of its analysis, the Company reviewed FASB and SEC guidance related to third party payment processor fees classification and concluded that there
was no clear guidance on this topic. In addition, the Company conducted research of the classification of these types of costs, including the review of other public company disclosures and a retail survey of accounting practices. Based on this
research, the Company noted that the majority of these companies include such costs in selling, general and administrative expenses, not cost of revenue.

 Form 8-K furnished October 23, 2006

3.
We note your use of the non-GAAP performance measure adjusted earnings per diluted share which excludes stock compensation expense. As outlined in ASR 142, per share data
other than that related to net income, net assets and dividends should be avoided in reporting financial results. Furthermore, as outlined in footnote 11 of FR-65, per share measures that are prohibited specifically under GAAP or Commission
rules continue to be prohibited in materials filed with or furnished to the Commission. For example, see paragraph 33 of SFAS No. 95 which prohibits the disclosure of cash flow per share.

 February 26, 2007

Page
 5

 Please confirm that you will eliminate disclosure of these non-GAAP earnings per share measures in
future filings.

 Response:

 The Company’s press release announcing its financial results for the period ended September 30, 2006 was furnished on the Company’s Form 8-K filed on October 23, 2006. In this press release, the Company supplemented the
information derived from consolidated financial statements presented in accordance with U.S. GAAP with the following measures which are non-GAAP financial measures: non-GAAP adjusted net income excluding share-based compensation and non-GAAP
adjusted net income per diluted share excluding share-based compensation. In evaluating the appropriateness of such disclosure, the Company referenced and relied upon the guidance provided within Regulation G (“Conditions for Use of Non-GAAP
Financial Measures”) as well as Staff Accounting Bulletin 107 question #2, which stated: “the staff believes that a measurement that excludes share-based payments internally to evaluate performance may be relevant disclosure for
investors.” In addition, the Company utilizes the non-GAAP financial measures to internally evaluate performance. The Company’s management also conducts its financial planning and computes its management compensation bonuses using the same
non-GAAP measures discussed above.

 In addition, the Company stated it reasons for including this non-GAAP supplementary information in the
press release and provided a detailed reconciliation to the most directly comparable financial measures calculated in accordance with GAAP (excerpts of which are attached as Exhibit A). In particular, the Company believes that these non-GAAP
financial measures provide meaningful supplemental information to investors regarding the Company’s performance by excluding certain expenses that may not be indicative of core business operating trends.

 The Company also reviewed the rules set forth under Final Rule-65 footnote 11 which describes per share measures that are specifically prohibited under
Commission rules (Accounting Series Release 142 (“ARS 142”)) or GAAP (paragraph 33 of Statement of Financial Accounting Standards 95 (“SFAS 95”), Statement of Cash Flows). ASR 142 states that per share data other than that
related to net income, net assets and dividends should be avoided in reporting financial results. The Company’s non-GAAP per share measurement is related to net income and is calculated as diluted earnings per share excluding share-based
compensation and therefore, in management’s opinion, within the allowed disclosures of ASR 142. In addition, this non-GAAP measurement is not related to cash flow per share measurement as prohibited by SFAS 95. The non-GAAP disclosure is
provided to evaluate the Company’s earnings and not its liquidity or any other measure. For the foregoing reasons, management concluded that this non-GAAP disclosure was appropriate and consistent with Regulation G.

 February 26, 2007

Page
 6

 As requested in the Letter, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; 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.

 If you require additional information, please telephone the undersigned at 781-890-8434 or Thomas S. Ward of Wilmer Cutler
Pickering Hale and Dorr LLP, counsel to the Company, at 617-526-6374.

 Sincerely,

 /s/ Harpreet Grewal

 Enclosures

cc:
Office of Freedom of Information and Privacy Act Operations

 Securities and Exchange Commission

 100 F Street NE, Mail Stop 5100

 Washington, DC 20549

 Thomas S. Ward, Esq.

 February 26, 2007

Page
 7

 Exhibit A

 Excerpt from Press Release:

 “VistaPrint’s management believes that these non-GAAP financial measures
provide meaningful supplemental information regarding our performance by excluding certain expenses that may not be indicative of our core business operating results. VistaPrint believes that both management and investors benefit from referring to
these non-GAAP financial measures in assessing VistaPrint’s performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to VistaPrint’s
historical performance and our competitors’ operating results. VistaPrint believes these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its
financial and operational decision making. Management uses these supplemental measures to evaluate performance period over period and to analyze the underlying trends in the Company’s business and to establish operational goals and forecasts
that are used in allocating resources.

 VistaPrint adopted SFAS 123(R), Share-Based Payments, on July 1, 2005 and began expensing the fair
value of share option grants issued to employees and directors. Prior to that date, the Company had accounted for share option grants under the provisions of APB No. 25, Accounting for Stock Issued to Employees, and therefore had not recorded
any compensation expense related to such grants. Management has excluded share-based compensation expense from the non-GAAP measurements for fiscal year 2006 and 2007 to facilitate comparison and analysis to historical performance and our
competitors’ operating results.”

Mail Stop 3561
        January 10, 2007

Via Fax & U.S. Mail

Mr. Harpreet Grewal
Chief Financial Officer
100 Hayden Avenue
Lexington, Massachusetts 02421

Re: Vistaprint Limited
 Form 10-K for the year ended June 30, 2006
Filed September 13, 2006
 File No. 000-51539

Dear Mr. Grewal:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended June 30, 2006

Risk Factors, page 30

1. You derive a portion of your revenues fr om referral fees for memberships in

Mr. Harpreet Grewal
Vistaprint Limited
January 10, 2007 Page 2

discount programs that provide savings on shopping, entertainment, dining out,
movies, and travel.  Please tell us th e amounts of revenue you recognized from
such referral fees in each of the last thr ee fiscal years and late st interim period.  In
addition, please tell us, and revise your accounting policies to disclose, how you account for such referral fees.

MD&A, page 41

2. You classify third party payment processor and credit card fees as marketing and selling expense.  As these fees are dire ctly related to the sale of your products,
please tell us your basis for classifying these expenses in marketing and selling rather than in cost of revenue.

Form 8-K furnished October 23, 2006

3. We note your use of the non-GAAP performa nce measure adjusted earnings per
diluted share which excludes stock compensation expense.  As outlined in ASR 142, per share data other than that related to net income, net assets and dividends
should be avoided in reporting financial results. Furthermore, as outlined in
footnote 11 of FR-65 per share measures  that are prohibited specifically under
GAAP or Commission rules continue to be prohibited in materials filed with or
furnished to the Commission. For exam ple, see paragraph 33 of SFAS No.95
which prohibits the disclosure of cash fl ow per share.  Please confirm that you
will eliminate disclosure of these non-GAAP earnings per share measures in
future filings.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible 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

Mr. Harpreet Grewal
Vistaprint Limited
January 10, 2007 Page 3

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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Erlanger at (202) 551-3301 or  Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

ACCELERATION REQUEST

 VISTAPRINT LIMITED

 Canon’s Court

 22 Victoria Street

 Hamilton, HM 12

 Bermuda

 September 27, 2005

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
VistaPrint Limited

 Registration Statement
on Form S-1

 File No. 333-125470

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, VistaPrint Limited (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-125470), as amended (the “Registration Statement”), so that it may become effective at 3:00 p.m. on September 29, 2005, or as soon
thereafter as practicable.

 The Registrant hereby acknowledges
that:

(1)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement;

(2)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(3)
the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 VISTAPRINT LIMITED

By:

/S/    FREDERICKA
WAI

 Fredericka Wai

 Secretary

 September 27, 2005

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
VistaPrint Limited

 Filed on Form S-1

 Registration No. 333-125470

 Ladies and Gentlemen:

 In connection with the above-captioned Registration Statement, we wish to advise that between September 7, 2005 and the date hereof 10,989 copies of the Preliminary Prospectus dated September 7, 2005 were distributed
as follows: 8,224 to 4 prospective underwriters; 2,399 to 2,394 institutional investors; 350 to 2 prospective dealers; 1 to 1 individual; 9 to 3 rating agencies and 6 to 5 others.

 We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934.

 We hereby join in the request of the registrant that the
effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 pm on September 29, 2005 or as soon thereafter as practicable.

Very truly yours,

 GOLDMAN, SACHS & CO.

 BEAR, STEARNS & CO. INC.

 SG COWEN & CO., LLC

 JEFFERIES & COMPANY, INC.

 As Representatives of the

 Prospective
Underwriters

By:

/S/    GOLDMAN, SACHS &
CO.

(Goldman, Sachs & Co.)

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

September 20, 2005

Via U.S. mail and facsimile

Mr. Robert S. Keane
Chief Executive Officer
VistaPrint Limited
100 Hayden Ave.
Lexington, MA 024214

Re: 	VistaPrint Limited
Amendment No. 2 to Registration Statement on Form S-1
Filed September 7, 2005
File No. 333-125470

Dear Mr. Keane:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Share-based compensation, page 40

1. Please revise the discussion in MD&A regarding your share-based
compensation to include disclosure of the intrinsic value of the
outstanding vested and unvested options based on the expected
public
offering price and the options outstanding as of the most recent
balance sheet date presented in the your Form S-1 registration
statement.  Refer to the guidance outlined in paragraph 180 of the
AICPA Practice Aid, Valuation of Privately-Held -Company Equity
Securities Issued as Compensation.

Shares Eligible For Future Sale, page 95
Lock-Up Agreements, page 96

2. We read your response to comment eight of our letter dated
August
10, 2005 and reissue this comment.  It appears that shares that
are
subject to a lock-up agreement may be released from these lock-up
agreements and be eligible for sale earlier than otherwise
disclosed
in your prospectus.  As a result, the fact that Goldman Sachs has
no
current intention to release shares from a lock-up agreement and
that
it has no pre-existing criteria for determining whether to release
shares appears to be material information to prospective
investors.

Financial Statements

3. The financial statements should be updated, as necessary, to
comply with Rule 3-12 of Regulation S-X at the effective date of
the
registration statement.

4. Provide a currently dated consent from the independent public
accountant in any future amendments.

Exhibit 5.1

5. The legality opinion must cover all registered shares.  In this
regard, we note that counsel has limited its opinion solely to the
shares being offered by your company.  Please revise the legality
opinion to also cover the over-allotment shares and the shares
being
offered by the selling security holders.

6. We note the qualification to the legality opinion set forth in
paragraph (d) under the heading "Assumptions" on page 2.  Counsel
may
not limit its opinion in this manner as it pertains to your
company.
Please revise accordingly.

7. We note the statement set forth in the first sentence of the
first
paragraph and in the first sentence of the third paragraph under
the
heading "Disclosure" on page 4 regarding that fact that no person
or
entity may rely upon the legality opinion other than your company.
Please be advised that investors are entitled to rely on the
legality
opinion.  Please revise accordingly.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Effie Simpson, Staff Accountant, at (202)
551-
3346 or, in her absence, Linda Cvrkel, Accounting Branch Chief, at
(202) 551-3813 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3760 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Thomas S. Ward, Esq.
Mr. Hal J. Leibowitz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109

Keith F. Higgins, Esq.
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
??

??

??

??

Mr. Robert S. Keane
VistaPrint Limited
September 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

August 10, 2005

Via U.S. mail and facsimile

Mr. Robert S. Keane
Chief Executive Officer
VistaPrint Limited
100 Hayden Ave.
Lexington, MA 024214

Re: 	VistaPrint Limited
Amendment No. 1 to Registration Statement on Form S-1
Filed August 4, 2005
File No. 333-125470

Dear Mr. Keane:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

Summary Consolidated Financial Data, page 6
Capitalization, page 30
Selected Consolidated Financial Data, page 33
Unaudited Pro Forma Balance Sheet and Shareholders` Equity
(Deficit),
page F-8

1. Please revise the disclosures here and elsewhere in the
registration statement where applicable to clarify that the pro
forma
earnings per share data and the pro forma balance sheet data give
effect to the conversion of your Series A redeemable convertible
shares into common shares on a one for one basis, and to the
conversion of your Series B redeemable convertible shares into
common
shares on both a one for one basis and on a one to 1.25 basis.
Your
current disclosures regarding the pro forma information imply that
all
preferred shares are being converted on the same terms.
Risk Factors, page 8

We are currently dependent on a single supplier..., page 9

2. Please explain in greater detail why the risk discussed in the
third paragraph of this risk factor makes this offering risky or
speculative.  In this regard, we note your statement that the
conflict
of interest is merely "perceived."

If we are unable to complete the work required under Section
404...,
page 10

3. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
Section 404 applies to all public companies in the United States.
Please explain how this risk factor specifically applies to your
company or delete it.

The loss of key personnel or an inability to attract and
retain...,
page 15

4. Please clearly explain how this risk factor specifically
applies to
your company.  For example, do you lack employment contracts with
your
key personnel?  Are any key people planning to retire or nearing
retirement age?  Is there tension between any key personnel and
the
board of directors?

The United States government may substantially increase border...,
page 16

5. Please explain how your business has been materially affected
by
the increased border surveillance and controls.  Please also
explain
in greater detail how the potential future actions you describe in
the
fifth sentence will materially affect your business.

We derive a portion of our revenues from offers made to
customers...,
page 20

6. We note that you currently derive less than 10% of your
revenues
from order referral fees.  Please explain why this risk factor
makes
this offering risky or speculative.

Use of Proceeds, page 29

7. We read your response to comment 24 of our letter dated June
28,
2005.  Please describe in greater detail the contingencies that
would
cause you to change your use of proceeds.  In addition, please
describe the alternatives to the three uses of proceeds you
discuss.
See Instruction 7 to Item 504 of Regulation S-K.

Shares Eligible For Future Sale, page 92

Lock-Up Agreements, page 93

8. We read your response to comment 48 of our letter dated June
28,
2005.  Please disclose this response in this section.

Financial Statements

9. We repeat comment 53 of our letter dated June 28, 2005.  The
financial statements should be updated, as necessary, to comply
with
Rule 3-12 of Regulation S-X at the effective date of the
registration
statement.

10. We repeat comment 54 of our letter dated June 28, 2005.
Provide a
currently dated consent from the independent public accountant in
any
future amendments.

Pro Forma Net Income (Loss)per Share (Unaudited), page F-15

11. Supplementally provide us with your computations of the
adjustments to reflect the weighted average effect of the assumed
conversion of preferred shares from the date of issuance, under
both
the assumption that these shares convert at a one to one
conversion
ratio and at a one to 1.25 conversion ratio. We may have further
comment upon review of these computations.

Part II - Information Not Required in Prospectus

Item 15. Recent Sales of Unregistered Securities, page II-1

12. We read your response to comment 71 of our letter dated June
30,
2005.  Please provide us with your detailed analysis of the
application of Rule 701(d) to these option issuances.

Underwriting, page 102

13. We read your response to comment 49 of our letter dated June
30,
2005 and we have the following comments:

* Please confirm to us that there have been no material changes to
Goldman Sachs` or its affiliates` electronic distribution
procedures
since they were approved by the staff.

* Please revise the communication to be sent to potential
syndicate
members to require them to confirm that there have been no
material
changes to their electronic distribution procedures since they
were
approved by the staff.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Effie Simpson, Staff Accountant, at (202)
551-
3346 or, in her absence, Linda Cvrkel, Accounting Branch Chief, at
(202) 551-3813 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3760 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Thomas S. Ward, Esq.
Mr. Hal J. Leibowitz, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109

Keith F. Higgins, Esq.
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
??

??

??

??

Mr. Robert S. Keane
VistaPrint Limited
August 10, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

June 28, 2005

Via U.S. mail and facsimile

Mr. Robert S. Keane
Chief Executive Officer
VistaPrint Limited
100 Hayden Ave.
Lexington, MA 024214

Re: 	VistaPrint Limited
Registration Statement on Form S-1
Filed June 3, 2005
File No. 333-125470

Dear Mr. Keane:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

General

1. Please be advised that we may have additional comments on your
registration statement after you file a pre-effective amendment
containing pricing-related information.  Since this information
affects a number of disclosure items, you should allow a
reasonable
time for our review prior to requesting acceleration.  In the
course
of our review we may raise issues relating to matters we had not
previously commented upon.  In addition, please be advised that
you
may not circulate copies of your prospectus until you have
included an
estimated price range and all other information required by the
federal securities laws, except information you may exclude in
reliance upon Rule 430A of Regulation C.

2. Please provide us with copies of any artwork or other graphics
you
intend to use in your prospectus.  Please be advised that we may
have
comments and you may want to consider waiting for our comments
before
printing and circulating these materials.

3. It appears that the conversion features of the Series B
Preferred
Stock may not result in a one-to-one conversion of the Series B
Preferred Stock into common stock.  In this regard, we note the
disclosure in the first full paragraph on page F-26.  Please
discuss
these conversion features and the potential impact if your
offering
price is either less than $10 but more than $8 per share or less
than
$8 per share, as well as the impact if the gross proceeds are less
than $35 million. Please also add risk factor disclosure regarding
the
risks associated with these conversion features.  Please also
comply
with this comment with respect to the termination of certain
provisions of the investor rights agreement.

Cover Page of Registration Statement

4. We note that you state that your SIC code number is 2759.  It
appears from our records that your SIC code number is 2750.
Please
ensure that all future filings are filed under the correct SIC
code
number.

Inside Front Cover Page of Prospectus, page i

5. We note the statement in second sentence of the second
paragraph
that you do not guarantee and that you have not independently
verified
certain information contained in your prospectus.  We also note
the
statement in the third sentence of the second paragraph that
investors
should not place undue reliance on this information.  Please note
that
you are responsible for the entire content of your prospectus and
cannot include language that may be interpreted as a disclaimer of
the
information contained in your prospectus.  Please delete these
statements.

Prospectus Summary, page 1

Our Business, page 1

Overview, page 1

6. Please explain the basis for your statement that you are a
leading
online supplier of graphic design services.
Industry Background, page 1

7. Please identify the organization you refer to as "IDC."

8. It does not appear that there is a correlation between the
statistics you cite with respect to total online consumer spending
and
the size of your industry.  Please either delete this statistic or
explain the correlation.

Risk Factors, page 7

9. We note the disclosure in the third, fourth and fifth sentences
of
the introductory paragraph that there are other risks and
uncertainties that you face and that there may be other risks of
which
you are unaware.  Please delete this disclosure. You must disclose
all
of the risks you believe are material at this time.

10. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
It appears that several of the risk factors in this section could
apply to nearly any issuer in your industry and other industries.
See,
for example and without limitation, risk factors three, seven, 16,
17,
19, 20, 21 and 26.  Please explain how each of these risk factors
specifically applies to your company and/or your offering or
delete
it.

11. The subheadings in this section should clearly and succinctly
convey the actual risk to an investor and not merely state a fact
about your business or describe a generic effect on your company.
Please carefully review each subheading with this comment in mind
and
make revisions as appropriate.  See for example and without
limitation, risk factors one, two, four, 15, 18, 22, 24, 28 and
29.

12. Please revise risk factors 10 through 14 to eliminate
redundancies
regarding the risks to your business from interrupted operations.

We are currently dependent on a single supplier and our newly
constructed..., page 8

13. Please describe in greater detail the risks associated with
your
dependence on a single supplier.  In addition, please explain the
risk
associated with the affiliate relationships discussed in the third
paragraph of this risk factor.

We have incurred operating losses in the past and may not be able
to
sustain..., page 9

14. The risks described in the fourth sentence and in the fifth
and
sixth sentences of this risk factor are significant risks that
should
be assigned their own descriptive subheadings.  Please revise
accordingly.  Please also ensure that the risk factors clearly
explain
how each risk specifically applies to your company.
If we are unable to manage challenges associated with our
international ..., page 14

15. Please disclose the percentage of your revenues derived from
your
international operations.

Legislation regarding copyright protection and/or content
interdiction
could..., page 18

16. The disclosure in this risk factor does not appear to address
the
risk described in the subheading.  Please revise accordingly.

A percentage of our revenues are derived from offers made to our
customers..., page 18

17. Please disclose the percentage of your revenues derived from
click-through fees.  In addition, please describe in greater
detail
the reasons why the practices of the third parties are subject to
consumer complaints and litigation.

18. Please delete the third sentence of this risk factor since
mitigating language is inappropriate in risk factor disclosure.

Our practice of offering free products and services could be
subject
to..., page 18

19. Please explain in greater detail the reasons why your offers
of
free products and services could be challenged.  For example, why
did
shipping and handling fees allegedly violate California law?

If a United States shareholder acquires 10% or more of our common
shares..., page 21

20. Please clarify whether you are currently a controlled foreign
corporation.

Anti-takeover provisions in our charter documents and under
Bermuda
law..., page 22
Insiders will continue to have substantial control over VistaPrint
after this..., page 24

21. Please revise these risk factors to disclose the actual risk
to an
investor, namely the risk that the anti-takeover provisions and/or
controlling security holders may prevent or frustrate attempts to
effect a transaction that is in the best interests of your
minority
security holders.

Special Note Regarding Forward-Looking Statements, page 25

22. Section 21E(b)(2)(D) of the Exchange Act expressly states that
the
safe harbor does not apply to statements made in connection with
an
initial public offering.  Please either delete the reference to
Section 21E of the Exchange Act or make clear that the safe harbor
does not apply to your offering.
Use of Proceeds, page 26

23. Please quantify the approximate dollar amounts that you intend
to
use for each of the three purposes you have identified.  See Item
504
of Regulation S-K.

24. We note your statement that management will retain broad
discretion in the allocation and use of the proceeds of this
offering.
Please be advised that while you may retain the right to change
your
use of proceeds, you must specifically discuss the contingencies
that
would cause you to change your use of proceeds and describe the
alternatives to these uses.  See Instruction 7 to Item 504 of
Regulation S-K.  Please revise your disclosure to discuss these
specific contingencies and alternatives.

Dilution, page 28

25. We note your disclosure in the first paragraph on page 29.
The
comparative table you provide at the bottom of page 28 should
include
shares subject to outstanding options that are held be officers,
directors and affiliated persons.  The comparison includes shares
that
these persons have a right to acquire, as well as shares they
already
own.

26. We note your disclosure in the second paragraph on page 29.
Please revise this disclosure to include all options granted
subsequent to March 31, 2005.

27. Please tell us how you calculated or determined the amount of
$68,403,596 of consideration paid by your existing security
holders as
disclosed in the table at the bottom of page 28.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 32

Results of Operations, page 40

Nine Months Ended March 31, 2004 and 2005, page 40

Other Income (expenses), net, page 42

28. We note from the discussion on page 42 that you have included
interest expense in "other income (expense)" in your consolidated
statement of operations.  Please revise your consolidated
statements
of operations to provide separate disclosure of interest expense.
Refer to the disclosure requirements outlined in Rule 5-03 of
Regulation S-X.

Contractual Obligations, page 50

Long-Term Debt, page 50

29. Please describe in greater detail the covenants that you are
required to maintain under your two credit facilities.  In
addition,
please explain the consequences if you are no longer in compliance
with these covenants.

Quantitative and Qualitative Disclosures About Market Risk, page
51

Interest Rate Risk, page 51

30. As all of your outstanding debt appears to be subject to
variable
interest rates, please explain in further detail the basis for
your
conclusion that a 100 basis interest point change would not have a
material impact on your earnings.  As part of your response,
please
tell us the expected impact of such change on your interest
expense
for the most recent fiscal year and tell us the assumptions used
in
your computations.  We may have further comment upon receipt of
your
response.

Business, page 52

31. Please disclose the information required by Items 101(c)(vii)
and
101(c)(xi) of Regulation S-K.

32. Please explain how investors are to evaluate the disclosure in
the
first sentence of the fourth paragraph of this section regarding
your
customers.

Intellectual Property, page 64

33. Please disclose when your intellectual property rights will
expire
or terminate.

34. We note your disclosure in the first and third paragraphs of
the
first risk factor on page 16 regarding the claims made against
your
intellectual property rights.  Please discuss in greater detail
these
claims in this section.

Management, page 67

Directors, Executive Officers and Other Key Employees, page 67

35. Please disclose the information required by Item 401(e)(2) of
Regulation S-K. It appears that Mr. Riley is a director of LoJack,
Corporation, which has a class of securities registered pursuant
to
Section 12 of the Exchange Act.
Option Grants in Last Fiscal Year, page 72

36. We note that you have no existing trading market for your
common
stock.  With respect to calculating the potential realizable
values,
please refer to Instruction 7 to Item 402(c) of Regulation S-K.
Please also refer to interpretation J.17. of the July 1997 Manual
of
Publicly Available Telephone Interpretations, which states that
you
may use the mid-point of your offering price in calculating these
values in lieu of using the fair market value on the date of
grant.
Please also explain in reasonable detail the valuation method you
elect to use in a footnote to the table.

Certain Relationships and Related Party Transactions, page 79

37. Please state whether you believe that the transactions you
describe in this section are on terms at least as favorable to the
company as you would expect to negotiate with unrelated third
parties.

38. Please revise the notes to your financial statements to
disclose
the amounts and terms of the transactions regarding your Series A
and
Series B Convertible Preferred shares and your common shares that
involved your officers and directors. Refer to the requirements of
paragraph 2 of SFAS No.57.

Supply Relationship with Mod-Pac Corporation, page 80

39. We note the disclosure in the last paragraph of this section
regarding the per shipped unit fee you must pay to Mod-Pac under
the
terms of the April 2005 amendment to your supply agreement.
Please
disclose the amount of the fee and disclose the aggregate amount
of
fees you have paid to Mod-Pac.

Principal and Selling Shareholders, page 82

40. Please disclose how the selling security holders received the
shares to be offered for resale and any material relationship that
the
selling security holders have had with your company over the last
three years.  See Item 507 of Regulation S-K.

41. If a selling security holder is not a natural person, please
(i)
disclose the natural persons with dispositive voting or investment
control of it, and (ii) advise us as to whether it is a broker-
dealer
or an affiliate of a broker-dealer.  In addition:

* if a selling security holder is a broker-dealer, please disclose
that it is an underwriter; or
* if a selling security holder is an affiliate of a broker-dealer,
please disclose that (i) it purchased the registered shares in the
ordinary course of business and (ii) at the time of the purchase
it
had no agreements or understandings, directly or indirectly, with
any
person to distribute the registered shares. If you cannot make
these
disclosures, please disclose that the selling security holder is
an
underwriter.

42. Please expand your disclosure to identify each selling
security
holder that plans to participate if the underwriters exercise the
over-allotment option, whether in full or in part.  In addition,
please disclose the proportions in which each selling security
holder
will sell additional shares if the over-allotment is exercised.

43. We note that your calculation of beneficial ownership is dated
as
of March 31, 2005.  You are required to calculate beneficial
ownership
as of the most recent practicable date.  Please revise
accordingly.
See Item 403 of Regulation S-K.

Description of Capital Stock, page 85

44. Please remove the statement in the first sentence of the
introductory paragraph that the description is qualified by
reference
to your charter documents, as it is inconsistent with Rule 411 of
Regulation C.  In addition, please clarify that the description
summarizes the material terms of your charter documents.

45. Please disclose the information required by Item 202(a)(5) of
Regulation S-K.

Common Shares, page 85

46. Pleas