SEC Form 4 · accession 0001140361-16-054584
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 18, 2016 | M | 840 | $0.00 | A | 2,093 | D | |
| Common StockF2 | Feb 19, 2016 | S | 313 | $39.9055 | D | 1,780 | D | |
| Common Stock | Feb 18, 2016 | M | 360 | $0.00 | A | 2,140 | D | |
| Common StockF4 | Feb 19, 2016 | S | 135 | $39.9055 | D | 2,005 | 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 UnitsF6,F5 | — | Feb 18, 2016 | M | 840 | D | — | — | Common Stock | 840 | 1,680 | D |
| Performance-Based Restricted Stock UnitsF6,F7 | — | Feb 18, 2016 | M | 360 | D | — | — | Common Stock | 360 | 720 | D |
Explanation of responses
- F1Reflects shares vested in connection with the second annual installment of the restricted stock unit award granted effective on February 15, 2014 (the "RSU") under the Issuer's 2006 Equity Incentive Plan (the "Plan"). The first annual installment became vested on February 18, 2015.
- 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 effective on February 15, 2014 (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 15, 2014. The first annual installment vested on February 18, 2015.
- F6Represents the remainder that will vest in the third and fourth equal annual installments.
- F7Each 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.
Remarks
The undersigned, Lisa Blackwood-Kapral, authorizes and designates Michael Pope and 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 Michael Pope and 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 Michael Pope and Ray Amanquah are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. November 6, 2015 /s/ Lisa Blackwood-Kapral