SEC Form 4 · accession 0001140361-16-054472

SHUTTERFLY INC · SFLY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, Chief Marketing Officer

Period of report

Feb 18, 2016

Accepted (ET)

Feb 22, 2016 · 9:49 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
Common Stock^F1	Feb 19, 2016	S	1,207	$39.9055	D	34,671	D
Common Stock	Feb 18, 2016	M	3,000	$0.00	A	37,671	D
Common Stock^F3	Feb 19, 2016	S	1,143	$39.9055	D	36,528	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance-Based Restricted Stock Units^F5,F4	—	Feb 18, 2016	M	3,000	D	—	—	Common Stock	3,000	6,000	D

F1Represents shares sold to cover taxes due upon vesting and settlement of the restricted stock unit award granted effective on February 15, 2014 under the Issuer's 2006 Equity Incentive Plan (the "Plan").
F2Reflects shares vested in connection with the second annual installment of the performance-based restricted stock unit award granted effective on February 15, 2014 (the "PBRSU") under the Plan.
F3Represents shares sold to cover taxes due upon vesting and settlement of the PBRSU.
F4Each 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 15, 2014. The first annual installment became vested on February 18, 2015 upon achievement of the applicable performance objectives. The remainder vests in 3 equal annual installments thereafter, subject to the Reporting Person's continuous service through each such vesting date. The shares reported herein represent shares that vested in connection with the second annual installment.
F5Represents the remainder of the PBRSUs that will vest in the third and fourth equal annual installments.