SEC Form 4 · accession 0001140361-17-008722
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roland Karl Wiley
Officer — SVP and General Manager
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 9:34 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 17, 2017 | M | 2,250 | $0.00 | A | 9,855 | D | |
| Common Stock | Feb 17, 2017 | M | 2,250 | $0.00 | A | 12,105 | D | |
| Common Stock | Feb 18, 2017 | M | 3,500 | $0.00 | A | 15,605 | D | |
| Common Stock | Feb 18, 2017 | M | 1,500 | $0.00 | A | 17,105 | D | |
| Common StockF5 | Feb 21, 2017 | S | 1,714 | $47.6063 | D | 15,391 | 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 | — | Feb 17, 2017 | M | 2,250 | D | — | — | Common Stock | 2,250 | 4,500 | D |
| Restricted Stock UnitsF6,F7 | — | Feb 17, 2017 | M | 2,250 | D | — | — | Common Stock | 2,250 | 4,500 | D |
| Restricted Stock UnitsF6,F8 | — | Feb 18, 2017 | M | 3,500 | D | — | — | Common Stock | 3,500 | 3,500 | D |
| Restricted Stock UnitsF6,F8 | — | Feb 18, 2017 | M | 1,500 | D | — | — | Common Stock | 1,500 | 1,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 13, 2015.
- F2Vesting of RSUs that were earned by the Reporting Person on February 16, 2016.
- F3Vesting of RSUs granted to the Reporting Person on February 15, 2014.
- F4Vesting of RSUs that were earned by the Reporting Person on February 18, 2015.
- F5Represents 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.
- F6Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F7These 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 17, 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.
- 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 18, 2015. 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.