SEC Form 4 · accession 0001140361-17-023680
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher North
Officer — President & CEO · Director
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 7:34 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 | May 31, 2017 | M | 40,000 | $0.00 | A | 40,000 | D | |
| Common StockF2,F3 | Jun 1, 2017 | S | 19,343 | $49.1508 | D | 20,657 | D | |
| Common StockF5 | Jun 2, 2017 | S | 8,263 | $50.8495 | D | 12,394 | 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 | — | May 31, 2017 | M | 40,000 | D | — | — | Common Stock | 40,000 | 110,000 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on May 31, 2016.
- F2Represents shares sold to cover taxes due upon vesting and settlement of the RSU.
- F3Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $49.15 to $49.5654 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.
- F4This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 25, 2016.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $50.65 to 51.06 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 RSU represents a contingent right to receive one (1) share of Issuer common stock.
- F7The RSU will vest as follows: (i) 40,000 shares on May 31, 2017, (ii) 50,000 shares on May 31, 2018, and (iii) 60,000 shares on May 31, 2019, subject to the continued employment of the Reporting Person on each vesting date.