SEC Form 4 · accession 0001140361-16-084223
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Pope
Officer — Chief Financial Officer & SVP
Period of report
Oct 27, 2016
Accepted (ET)
Oct 31, 2016 · 6:20 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 Stock | Oct 27, 2016 | M | 17,500 | $0.00 | A | 17,500 | D | |
| Common Stock | Oct 27, 2016 | M | 17,500 | $0.00 | A | 35,000 | D | |
| Common StockF3 | Oct 28, 2016 | S | 6,614 | $46.90 | D | 28,386 | D | |
| Common StockF3 | Oct 28, 2016 | S | 11 | $46.7807 | D | 28,375 | D | |
| Common StockF3 | Oct 28, 2016 | S | 9,024 | $46.90 | D | 19,351 | D | |
| Common StockF3 | Oct 28, 2016 | S | 14 | $46.81 | D | 19,337 | D | |
| Common StockF5 | Oct 31, 2016 | S | 10,189 | $48.5724 | D | 9,148 | D | |
| Common StockF6 | Oct 31, 2016 | S | 9,148 | $48.8919 | 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 UnitsF7 | $0.00 | Oct 27, 2016 | M | 17,500 | D | — | — | Common Stock | 17,500 | 52,500 | D |
| Restricted Stock UnitsF8 | $0.00 | Oct 27, 2016 | M | 17,500 | D | — | — | Common Stock | 17,500 | 52,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 27, 2015, as previously reported in a Form 3 filed by the Reporting Person on November 16, 2015.
- F2Vesting of performance-based RSUs granted to the Reporting Person on October 27, 2015, as previously reported on a Form 3 filed by the Reporting Person on November 16, 2015.
- F3Represents shares sold by the Reporting Person to cover taxes due upon the vesting and settlement of the RSU's. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this row for any reason other than to cover required taxes.
- F4This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 5, 2016.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $47.80 to $48.7928 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.
- F6Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $48.8096 to $49.00 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.
- F7The 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 October 27, 2016. Each RSU represent a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
- F8These RSUs were previously reported as performance-based RSUs in a Form 3 filed by the Reporting Person on November 16, 2015. The RSUs vest in 4 equal annual installments, subject to achievement of the applicable performance objectives, with the first installment to vest on October 27, 2016. Each RSU represent a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.