SEC Form 4 · accession 0001140361-18-008886
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dwayne A Black
Officer — SVP, Operations
Period of report
Feb 14, 2018
Accepted (ET)
Feb 16, 2018 · 9:31 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 | Feb 14, 2018 | M | 4,000 | $0.00 | A | 27,410 | D | |
| Common StockF2 | Feb 15, 2018 | S | 1,306 | $74.34 | D | 26,104 | D | |
| Common Stock | Feb 15, 2018 | M | 6,214 | $0.00 | A | 32,318 | D | |
| Common Stock | Feb 15, 2018 | M | 6,214 | $0.00 | A | 38,532 | 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 UnitsF5,F6 | — | Feb 14, 2018 | M | 4,000 | D | — | — | Common Stock | 4,000 | 12,000 | D |
| Restricted Stock UnitsF5,F7 | — | Feb 15, 2018 | M | 6,214 | D | — | — | Common Stock | 6,214 | 12,428 | D |
| Restricted Stock UnitsF5,F7 | — | Feb 15, 2018 | M | 6,214 | D | — | — | Common Stock | 6,214 | 12,428 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 14, 2017.
- 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 Form 4 for any reason other than to cover required taxes.
- F3Vesting of RSUs granted to the Reporting Person on February 10, 2016.
- F4Vesting of RSUs that were earned by the Reporting Person on February 14, 2017.
- F5Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F6The 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 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.
- F7These 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 February 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.