SEC Form 4 · accession 0001140361-16-054585
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 18, 2016
Accepted (ET)
Feb 23, 2016 · 5:38 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 StockF2 | Feb 18, 2016 | S | 3,352 | $39.0674 | D | 4,271 | D | |
| Common Stock | Feb 18, 2016 | M | 3,500 | $0.00 | A | 7,771 | D | |
| Common StockF4 | Feb 19, 2016 | S | 1,333 | $39.9055 | D | 6,438 | D | |
| Common Stock | Feb 18, 2016 | M | 1,500 | $0.00 | A | 7,938 | D | |
| Common StockF6 | Feb 19, 2016 | S | 572 | $39.9055 | D | 7,366 | 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 UnitsF8,F7 | — | Feb 18, 2016 | M | 3,500 | D | — | — | Common Stock | 3,500 | 7,000 | D |
| Performance-Based Restricted Stock UnitsF8,F9 | — | Feb 18, 2016 | M | 1,500 | D | — | — | Common Stock | 1,500 | 3,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2015.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $38.8661 to $39.32 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
- F3Reflects 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.
- F4Represents shares sold to cover taxes due upon vesting and settlement of the RSU.
- F5Reflects shares vested pursuant to the performance-based restricted stock unit award granted effective on February 15, 2014 (the "PBRSU") under the Plan.
- F6Represents shares sold to cover taxes due upon vesting and settlement of the PBRSU.
- F7Each 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.
- F8Represents the remainder that will vest in the third and fourth equal annual installments.
- F9(9) Each 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.