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 * Martin Steven R   2. Issuer Name and Ticker or Trading Symbol Monotype Imaging Holdings Inc. [TYPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Engineering and Develp. (Last) (First) (Middle) C/O MONOTYPE IMAGING HOLDINGS INC., 500 UNICORN PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/14/2014 (Street) WOBURN, MA 01801 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 03/14/2014   A   15,000 (1) A $ 0 43,318 D   Common Stock 03/14/2014   A   18,000 (2) A $ 0 61,318 D

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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

Stock Option - Right to buy

$ 30.44

03/14/2014

A

15,000

(3)

03/14/2024

Common Stock

15,000

$ 0

15,000

D

Restricted Stock Units

$ 0

03/14/2014

A

15,000

(4)

(4)

Common Stock

15,000

$ 0

15,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Martin Steven R C/O MONOTYPE IMAGING HOLDINGS INC. 500 UNICORN PARK DRIVE WOBURN, MA 01801			VP, Engineering and Develp.

Signatures

/s/ Adelaide A. Procter, Attorney-in-fact		03/18/2014
**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)	Shares acquired pursuant to a restricted stock grant where 25% of such shares vest on the first anniversary of the grant date with the remaining shares vesting quarterly over the following three years.
(2)	Shares acquired pursuant to a restricted stock grant where 50% of such shares vest on the third anniversary of the grant date and 50% of the shares vest on the fourth anniversary of the grant date.
(3)	25% of this option vests on 3/14/15, with the remaining portion vesting quarterly over the following three years.
(4)	Represents a contingent right to receive 1 share of Common Stock for each RSU. Vesting depends on the Company's achievement of performance-based targets for each of the fiscal years ended Dec. 31, 2014, 2015 & 2016, respectively ("Year 1 Target", "Year 2 Target", & "Year 3 Target", or "Target(s)"). For each Target achieved, 1/3 of the RSUs vest on the date the Company files its Form 10-K for the associated year (each a "Vesting Date"). If the Company doesn't achieve the Year 1 Target, but achieves the Year 2 Target, 2/3 of the RSUs vest on the Vesting Date. If the Company doesn't achieve the Year 1 Target or Year 2 Target, but achieves the Year 3 Target, all RSUs vest on the Vesting Date. If the Company achieves any Target earlier than the associated fiscal year end tied to such Target, the percentage of RSUs eligible to vest for such later year's Target accelerate and vest on the earlier Vesting Date. If no Targets are achieved, all RSUs under this grant forfeit to the Company.

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