XNAS:EFII Electronics for Imaging Inc Insider Activity 4 Filing - 2/9/2012

Effective Date 2/9/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pilette Vincent
  2. Issuer Name and Ticker or Trading Symbol
ELECTRONICS FOR IMAGING INC [EFII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
303 VELOCITY WAY
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2012
(Street)

FOSTER CITY, CA 94404
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2012   M   6,542(1) A (2) 36,487 D  
Common Stock 02/09/2012   F   2,409(3) D $17.29 34,078 D  
Common Stock 02/09/2012   M   9,813(4) A (2) 43,891 D  
Common Stock 02/09/2012   F   3,599(3) D $17.29 40,292 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU) (5) 02/09/2012   M     6,542   (6) 03/10/2012 Common Stock 6,542 $ 0 0 D  
Restricted Stock Unit (RSU) (5) 02/09/2012   M     9,813   (7) 03/10/2012 Common Stock 9,813 $ 0 0 D  
Restricted Stock Unit (RSU) (5) 02/09/2012   A   7,012     (8) 03/11/2013 Common Stock 7,012 $ 0 7,012 D  
Restricted Stock Unit (RSU) (5) 02/09/2012   A   7,012     (9) 03/11/2013 Common Stock 7,012 $ 0 7,012 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pilette Vincent
303 VELOCITY WAY
FOSTER CITY, CA 94404
      Chief Financial Officer  

Signatures

 /s/ Vincent Pilette   02/10/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares of common stock result from vesting of performance-based (revenue) restricted stock units granted to the reporting person under the EFI 2011 Executive Team Performance Bonus Program.
(2) Upon vesting, each restricted stock unit was converted into one share of Electronics For Imaging, Inc. common stock.
(3) Represents shares of common stock withheld by the issuer for tax purposes upon vesting of the restricted stock units. This transaction is exempt under Rule 16b-3(e).
(4) These shares of common stock result from vesting of performance-based (non-GAAP net income) restricted stock units granted to the reporting person under the EFI 2011 Executive Team Performance Bonus Program.
(5) Each restricted stock unit represents a contingent right to receive one share of Electronics For Imaging, Inc. common stock.
(6) This is a performance-based award granted in execution of the EFI 2011 Executive Team Performance Bonus Program. Based on the achievement of the issuer's 2011 non-GAAP operating income target and the minimum threshold, this restricted stock unit award vested in full on February 9, 2012.
(7) This is a performance-based award granted in execution of the EFI 2011 Executive Team Performance Bonus Program. Based on the achievement of the issuer's 2011 revenue target and the minimum threshold, this restricted stock unit award vested in full on February 9, 2012.
(8) This is a performance-based award granted in execution of the EFI 2012 Section 16 Officer - Executive Performance Bonus Program. The vesting of this restricted stock unit award will be determined based on the issuer's 2012 revenue target achievement, subject to the issuer achieving a minimum threshold for 2012 non-GAAP operating income (the "Minimum Threshold"). This award will vest in full or on pro-rata basis, if and as applicable, upon the review of the issuer's performance by the Compensation Committee of the Board of Directors of the issuer and confirmation that the applicable performance requirements have been satisfied (the "Determination Date"), on the later of (1) the first anniversary of the grant date or (2) the Determination Date, subject to Mr. Pilette's continued employment with the issuer through the vesting date; provided, however, that in no event will the vesting date occur later than March 11, 2013.
(9) This is a performance-based award granted in execution of the EFI 2012 Section 16 Officer - Executive Performance Bonus Program. The vesting of this restricted stock unit award will be determined based on the issuer's 2012 non-GAAP operating income target achievement, subject also to the issuer achieving the Minimum Threshold. This award will vest in full or on pro-rata basis, if and as applicable, upon the review of the issuer's performance by the Compensation Committee of the Board of Directors of the issuer and confirmation that the applicable performance requirements have been satisfied, on the later of (1) the first anniversary of the grant date or (2) the Determination Date, subject to Mr. Pilette's continued employment with the issuer through the vesting date; provided, however, that in no event will the vesting date occur later than March 11, 2013.

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XNAS:EFII Electronics for Imaging Inc Insider Activity 4 Filling

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XNAS:EFII Electronics for Imaging Inc Insider Activity 4 Filing - 2/9/2012
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