SEC Form 4 · accession 0001140361-16-070241
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy Layney
Officer — SVP, Chief HR Officer
Period of report
Feb 10, 2016
Accepted (ET)
Jun 17, 2016 · 5:54 pm EDT
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 StockF1 | Jun 15, 2016 | M | 10,875 | — | A | 54,375 | D | |
| Common StockF2 | Jun 15, 2016 | S | 4,526 | $47.0622 | D | 49,849 | D | |
| Common StockF2 | Jun 15, 2016 | S | 4,158 | $47.0655 | D | 45,691 | 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 UnitF3,F1,F4 | — | Feb 10, 2016 | A | 43,500 | A | — | — | Common Stock | 43,500 | 43,500 | D |
| Restricted Stock UnitF1,F4 | — | Jun 15, 2016 | M | 10,875 | D | — | — | Common Stock | 10,875 | 32,625 | D |
Explanation of responses
- F1Each 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.
- F2Represents the aggregate number of shares of the Issuer's common stock sold by the Reporting Person to cover taxes due upon the release and settlement of the RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
- F3These RSUs represent performance-based RSUs previously awarded to the Reporting Person that were earned upon the satisfaction of certain performance criteria on February 10, 2016.
- F4The RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date, with the first installment to vest on June 15, 2016. 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.