SEC Form 4 · accession 0001140361-16-083213
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ishantha Lokuge
Officer — SVP and Chief Product Officer
Period of report
Oct 18, 2016
Accepted (ET)
Oct 20, 2016 · 8:10 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,F2 | Oct 19, 2016 | S | 3,570 | $43.60 | D | 3,930 | D | |
| Common StockF4 | Oct 20, 2016 | S | 3,730 | $43.0095 | D | 200 | D | |
| Common StockF5 | Oct 20, 2016 | S | 200 | $43.68 | D | 0 | 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,F7 | $0.00 | Oct 18, 2016 | A | 10,000 | A | — | — | Common Stock | 10,000 | 10,000 | D |
Explanation of responses
- F1Represents shares sold to cover taxes due upon vesting of the restricted stock units ("RSUs") on October 15, 2016, as reported in a Form 4 filed by the Reporting Person on October 18, 2016.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $43.60 to $43.68 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 8, 2016.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $42.52 to $43.38 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.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $43.54 to $43.82 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.
- F6Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
- F7This award vests in 4 equal annual installments beginning October 18, 2017.