SEC Form 4 · accession 0001140361-17-025524
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy Layney
Officer — SVP, Chief HR Officer
Period of report
Jun 15, 2017
Accepted (ET)
Jun 19, 2017 · 8:38 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 | Jun 15, 2017 | M | 10,875 | $0.00 | A | 43,500 | D | |
| Common StockF2 | Jun 16, 2017 | S | 9,133 | $48.50 | D | 34,367 | D | |
| Common Stock | Jun 19, 2017 | S | 12,617 | $48.6665 | D | 21,750 | 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 | — | Jun 15, 2017 | M | 10,875 | D | — | — | Common Stock | 10,875 | 21,750 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") earned by the Reporting Person on February 10, 2016.
- F2Represents shares sold to cover taxes due upon vesting and settlement of RSUs.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F4Each RSU 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 vesting on June 15, 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.