STMP Stamps com Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Rifai Steve	2. Issuer Name and Ticker or Trading Symbol STAMPS.COM INC [ STMP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Sales Officer
(Last)          (First)          (Middle) 1990 E. GRAND AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/5/2021
(Street) EL SEGUNDO, CA 90245 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form 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
Stock option (right to buy)	$87.88	10/5/2021		D (1)			10000	2/5/2017 (2)	2/5/2026	Common Stock	10000.0	$242.12	0	D
Stock option (right to buy)	$122.7	10/5/2021		D (1)			13000	3/1/2017 (3)	2/1/2027	Common Stock	13000.0	$207.30	0	D
Stock option (right to buy)	$35.04	10/5/2021		D (1)			40000	6/3/2020 (4)	6/3/2029	Common Stock	40000.0	$294.96	0	D

Explanation of Responses:
(1)	The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").
(2)	This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $2,421,200, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).
(3)	This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $2,694,900, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).
(4)	This option, which provided for vesting of approximately one-third of the shares on June 3, 2020, and, with respect to the remaining two-thirds of the shares, in 24 approximately equal monthly installments thereafter, was canceled in the Merger in exchange for a cash payment of $11,798,400, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rifai Steve 1990 E. GRAND AVENUE EL SEGUNDO, CA 90245			Chief Sales Officer

Signatures
/s/ David M. Zlotchew, Attorney-in-Fact		10/7/2021
**Signature of Reporting Person		Date