SEC Form 4 · accession 0001140361-16-054228
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roland Karl Wiley
Officer — SVP and General Manager
Period of report
Feb 17, 2016
Accepted (ET)
Feb 19, 2016 · 9:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001125920
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 17, 2016 | M | 2,250 | $0.00 | A | 7,087 | D | |
| Common StockF2 | Feb 18, 2016 | S | 857 | $39.0559 | D | 6,230 | D | |
| Common Stock | Feb 17, 2016 | M | 2,250 | $0.00 | A | 8,480 | D | |
| Common StockF4 | Feb 18, 2016 | S | 857 | $39.0559 | D | 7,623 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5 | — | Feb 17, 2016 | M | 2,250 | D | — | — | Common Stock | 1,500 | 6,750 | D |
| Performance-Based Restricted Stock UnitsF6 | — | Feb 17, 2016 | M | 2,250 | D | — | — | Common Stock | 1,500 | 6,750 | D |
Explanation of responses
- F1Reflects shares vested pursuant to the restricted stock unit award granted on February 13, 2015 (the "RSU") under the Issuer's 2006 Equity Incentive Plan (the "Plan").
- F2Represents shares sold to cover taxes due upon vesting and settlement of the RSU.
- F3Reflects shares vested pursuant to the performance-based restricted stock unit award granted on February 13, 2015 (the "PBRSU") under the Plan.
- F4Represents shares sold to cover taxes due upon vesting and settlement of the PBRSU.
- F5Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Plan. This award vests in 4 equal annual installments beginning February 17, 2015. The first installment vested on February 17, 2016. This award expires on the earlier of the Settlement Date or the Termination Date.
- F6Each of these PBRSUs represents a contingent right to receive one (1) share of Issuer common stock under the Plan. This award vests in 4 equal annual installments beginning February 17, 2015, subject to achievement of the applicable performance objectives. The first installment vested on February 17, 2016.