SEC Form 4 · accession 0001140361-16-054628
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey T Housenbold
Officer — PRESIDENT & CEO · Director
Period of report
Jan 22, 2016
Accepted (ET)
Feb 23, 2016 · 8:37 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 | Jan 22, 2016 | S | 30,268 | $41.3076 | D | 238,689 | D | |
| Common StockF3 | Feb 19, 2016 | S | 9,995 | $39.9055 | D | 228,694 | D | |
| Common Stock | Feb 18, 2016 | M | 65,402 | $0.00 | A | 294,096 | D | |
| Common StockF5 | Feb 19, 2016 | S | 34,586 | $39.9055 | D | 259,510 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF6 | — | Feb 18, 2016 | M | 65,402 | D | — | — | Common Stock | 65,402 | 65,402 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2014.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $40.77 to $41.71 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.
- F3Represents 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").
- F4Reflects shares vested pursuant to the performance-based restricted stock unit award granted effective on February 15, 2014 (the "PBRSU") under the Plan.
- F5Represents shares sold to cover taxes due upon vesting and settlement of the PBRSU.
- F6Each of these PBRSUs represents a contingent right to receive one (1) share of Issuer common stock under the Plan. This award vests over 3 years, as such: 50% on the second anniversary of the grant based on achievement of performance goals and 50% on the third anniversary of the grant, subject to the Reporting Person's continuous service through each such vesting date. The shares reported herein represent shares that vested on the second anniversary of the grant based on the tiered targets set at the time of grant.