SEC Form 4 · accession 0001140361-17-043267
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
Nov 15, 2017
Accepted (ET)
Nov 17, 2017 · 7:15 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 | Nov 15, 2017 | M | 1,900 | $0.00 | A | 1,900 | D | |
| Common StockF2 | Nov 16, 2017 | S | 719 | $40.78 | D | 1,181 | D | |
| Common Stock | Nov 17, 2017 | S | 1,181 | $40.54 | 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 UnitsF4,F5 | — | Nov 15, 2017 | M | 1,900 | D | — | — | Common Stock | 1,900 | 0 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on November 4, 2013.
- 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. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this line for any reason other than to cover required taxes.
- 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 2006 Equity Incentive Plan.
- 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 installment vested on November 15, 2014; the second installment vested on November 15, 2015; the third installment vested on November 15, 2016; and the fourth and last installment vested on November 15, 2017. 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.