SEC Form 4 · accession 0001140361-16-057525
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Boris
Officer — SVP, Chief Marketing Officer
Period of report
Mar 9, 2016
Accepted (ET)
Mar 11, 2016 · 5:59 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 | Mar 10, 2016 | S | 14,022 | $44.9698 | D | 22,506 | D | |
| Common StockF3 | Mar 10, 2016 | S | 1,902 | $45.6603 | D | 20,604 | 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 UnitsF4,F5 | — | Mar 9, 2016 | A | 25,000 | A | — | — | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 9, 2016.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $44.43 to $45.41 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 a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $45.4698 to $45.92 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.
- F4Each of these Restricted Stock Units (the "RSUs") represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F5These RSUs will vest in 4 equal annual installments beginning March 15, 2016, subject to the Reporting Person's continuous service to the Issuer through each such vesting date, with the first installment to vest on March 15, 2017. Vested shares shall be settled within 30 days of the vesting date as set forth in the RSU Award Agreement. These RSUs will expire upon the earlier of the date: (i) when all are settled or (ii) when the Reporting Person ceases to provide services to the Issuer.