SEC Form 4 · accession 0001140361-17-000544
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
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 9:01 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 Stock | Dec 30, 2016 | M | 7,500 | $0.00 | A | 34,604 | D | |
| Common StockF2 | Jan 3, 2017 | S | 3,966 | $49.3919 | D | 30,638 | D | |
| Common StockF2 | Jan 3, 2017 | S | 13 | $49.0938 | D | 30,625 | D | |
| Common StockF4 | Jan 4, 2017 | S | 2,400 | $49.6772 | D | 28,225 | D | |
| Common StockF5 | Jan 4, 2017 | S | 1,121 | $50.0555 | D | 27,104 | 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 | — | Dec 30, 2016 | M | 7,500 | D | — | — | Common Stock | 7,500 | 0 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on December 30, 2015.
- F2Represents shares sold to cover taxes due upon vesting and settlement of the RSU.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 9, 2016.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $48.89 to $49.88 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 $49.92 to $50.33 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 vested in full on December 30, 2016.