SEC Form 4 · accession 0001140361-17-038938
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ishantha Lokuge
Officer — SVP and Chief Product Officer
Period of report
Oct 15, 2017
Accepted (ET)
Oct 17, 2017 · 9:04 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 StockF2 | Oct 15, 2017 | M | 7,500 | $0.00 | A | 7,500 | D | |
| Common StockF3 | Oct 17, 2017 | S | 2,838 | $48.27 | D | 4,662 | 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 | — | Oct 15, 2017 | M | 7,500 | D | — | — | Common Stock | 7,500 | 7,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 15, 2014.
- F2As a result of an administrative error, the Form 4 previously filed with the Securities and Exchange Commission on February 22, 2017 incorrectly reported the final amount of securities beneficially owned by the Reporting Person following reported transactions. That amount is corrected on this Form 4.
- 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 upon settlement for no consideration.
- F5These 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, second and third installments vested on October 15, 2015, October 15, 2016 and October 15, 2017, 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.