SEC Form 4 · accession 0001140361-17-032657
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa Blackwood-Kapral
Officer — Chief Accounting Officer
Period of report
Feb 16, 2016
Accepted (ET)
Aug 17, 2017 · 8:20 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 | Aug 15, 2017 | M | 1,250 | $0.00 | A | 1,250 | D | |
| Common StockF2 | Aug 16, 2017 | S | 473 | $46.90 | D | 777 | D | |
| Common Stock | Aug 17, 2017 | S | 777 | $46.35 | D | 0 | 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,F4,F5 | — | Feb 16, 2016 | A | 5,600 | A | — | — | Common Stock | 5,600 | 4,200 | D |
| Restricted Stock UnitsF4,F7 | — | Feb 14, 2017 | A | 6,500 | A | — | — | Common Stock | 6,500 | 6,500 | D |
| Restricted Stock UnitsF4,F8 | — | Aug 15, 2017 | M | 1,250 | D | — | — | Common Stock | 1,250 | 1,250 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on August 15, 2014.
- F2Represents 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
- 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.
- F5These RSUs (the "2016 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. The 2016 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.
- F6Reflects the remaining shares underlying the 2016 RSUs that are currently unvested following the vesting of the first installment on February 15, 2017, which was reported on a Form 4 that was filed with the Securities and Exchange Commission on February 16, 2017.
- 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 will 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.
- 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 and second installments vested on August 15, 2015 and August 15, 2016, respectively. 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.