SEC Form 4 · accession 0001140361-18-009502
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 16, 2018
Accepted (ET)
Feb 21, 2018 · 9:55 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 StockF1,F2,F3 | Feb 16, 2018 | S | 4,368 | $73.8204 | D | 41,664 | D | |
| Common Stock | Feb 17, 2018 | M | 7,750 | $0.00 | A | 49,414 | D | |
| Common Stock | Feb 18, 2018 | M | 3,625 | $0.00 | A | 53,039 | D | |
| Common StockF1 | Feb 20, 2018 | S | 10,686 | $75.4022 | D | 42,353 | D | |
| Common StockF7 | Feb 20, 2018 | S | 7,760 | $75.3012 | D | 34,593 | D | |
| Common StockF8 | Feb 20, 2018 | S | 300 | $75.8267 | D | 34,293 | D | |
| Common StockF9 | Feb 21, 2018 | S | 6,551 | $75.9479 | D | 27,742 | D | |
| Common StockF10 | Feb 21, 2018 | S | 5,513 | $76.5336 | D | 22,229 | 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 UnitsF11,F12 | — | Feb 17, 2018 | M | 7,750 | D | — | — | Common Stock | 7,750 | 7,750 | D |
| Restricted Stock UnitsF11,F13 | — | Feb 18, 2018 | M | 3,625 | D | — | — | Common Stock | 3,625 | 0 | D |
Explanation of responses
- F1Represents 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 restricted stock units ("RSUs"). 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.
- F10Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $76.30 to $76.81 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.
- F11Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F12These 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 17, 2016. 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.
- F13These 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 18, 2015. 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.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $73.82 to $74.219 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.
- F3The Form 4 filed by the Reporting Person with the U.S. Securities and Exchange Commission on February 18, 2016 inadvertently excluded the acquisition of 7,500 shares pursuant to the vesting of a performance based restricted stock unit award. The number of shares reported in this box is the corrected number held by the Reporting Person following the transaction reported on this line of this Form 4.
- F4Vesting of RSUs that were earned by the Reporting Person on February 16, 2016.
- F5Vesting of RSUs that were earned by the Reporting Person on February 18, 2015.
- F6This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F7Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $74.76 to $75.74 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.
- F8Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $75.78 to $75.92 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.
- F9Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $75.30 to $76.26 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.