SEC Form 4 · accession 0001140361-17-008025
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dwayne A Black
Officer — SVP, Operations
Period of report
Feb 14, 2017
Accepted (ET)
Feb 16, 2017 · 9:41 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 | Feb 15, 2017 | M | 6,214 | $0.00 | A | 40,999 | D | |
| Common Stock | Feb 15, 2017 | M | 6,214 | $0.00 | A | 47,213 | D | |
| Common StockF3 | Feb 16, 2017 | S | 4,400 | $47.3539 | D | 42,813 | 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 | — | Feb 14, 2017 | A | 16,000 | A | — | — | Common Stock | 16,000 | 16,000 | D |
| Employee Stock Option (right to buy)F6 | $44.75 | Feb 14, 2017 | A | 53,631 | A | — | Feb 13, 2024 | Common Stock | 53,631 | 53,631 | D |
| Restricted Stock UnitsF7,F4,F8 | — | Feb 14, 2017 | A | 24,856 | A | — | — | Common Stock | 24,856 | 24,856 | D |
| Restricted Stock UnitsF4,F8 | — | Feb 15, 2017 | M | 6,214 | D | — | — | Common Stock | 6,214 | 18,642 | D |
| Restricted Stock UnitsF4,F8 | — | Feb 15, 2017 | M | 6,214 | D | — | — | Common Stock | 6,214 | 18,642 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 10, 2016.
- F2Vesting of RSUs that were earned by the Reporting Person on February 14, 2017.
- F3Represents 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 RSU's. 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.
- F4Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F5The 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 February 14, 2018. 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.
- F6The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on February 14, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
- F7These RSUs represent performance-based RSUs previously awarded to the Reporting Person that were earned upon the satisfaction of certain performance criteria on February 14, 2017.
- F8These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 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.