SEC Form 4 · accession 0001140361-18-004846
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
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 7:07 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 | Jan 31, 2018 | M | 85,000 | $48.30 | A | 97,394 | D | |
| Common StockF2 | Jan 31, 2018 | S | 78,000 | $65.3377 | D | 19,394 | D | |
| Common Stock | Jan 31, 2018 | S | 7,000 | $66.03 | D | 12,394 | D | |
| Common Stock | Feb 1, 2018 | M | 85,000 | $48.30 | A | 97,394 | D | |
| Common StockF3 | Feb 1, 2018 | S | 85,000 | $70.1312 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $48.30 | Jan 31, 2018 | M | 85,000 | D | — | May 31, 2023 | Common Stock | 85,000 | 765,000 | D |
| Employee Stock Option (right to buy)F4 | $48.30 | Feb 1, 2018 | M | 85,000 | D | — | May 31, 2023 | Common Stock | 85,000 | 680,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.98 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.
- F3Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.69 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.
- F425% of the total shares subject to the option vested on May 31, 2017, and 1/48th of the total shares vest monthly over the following 36 months, subject to the continued employment of the Reporting Person on each vesting date.