SEC Form 4 · accession 0001140361-16-046363
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Dec 30, 2015 | A | 7,500 | A | — | — | Common Stock | 7,500 | 7,500 | D |
Explanation of responses
- F1Each Restricted Stock Unit (the "RSU") represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F2The RSUs will vest 100% on December 30, 2016, subject to acceleration as approved on December 21, 2015 by the Compensation Committee of the Issuer's Board of Directors as well as pursuant to the terms of the offer letter and any other agreements in effect between the Issuer and the Reporting Person, subject to the Reporting Person's continuous service to the Issuer through such vesting date. Vested shares shall be delivered to the Reporting Person within 30 days of the vesting date as set forth in the RSU Award Agreement.
Remarks
The undersigned, Dwayne A. Black, authorizes and designates Ray Amanquah to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of Ray Amanquah under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that Ray Amanquah is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/ Dwayne A. Black Dated: November 6, 2015