SEC Form 4 · accession 0001140361-18-009503
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Boris
Officer — SVP, Chief Marketing Officer
Period of report
May 19, 2014
Accepted (ET)
Feb 21, 2018 · 9:58 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 | May 19, 2014 | S | 6,104 | $37.7504 | D | 26,082 | D | |
| Common StockF2,F3 | Feb 16, 2018 | S | 4,606 | $73.8202 | D | 21,476 | D | |
| Common Stock | Feb 17, 2018 | M | 5,000 | $0.00 | A | 26,476 | D | |
| Common Stock | Feb 18, 2018 | M | 3,000 | $0.00 | A | 29,476 | D | |
| Common StockF2 | Feb 20, 2018 | S | 7,980 | $75.4022 | D | 21,496 | D | |
| Common StockF6 | Feb 20, 2018 | S | 8,176 | $75.3058 | D | 13,320 | D | |
| Common StockF7 | Feb 20, 2018 | S | 300 | $75.8067 | D | 13,020 | D | |
| Common StockF8 | Feb 21, 2018 | S | 4,458 | $75.9586 | D | 8,562 | D | |
| Common StockF9 | Feb 21, 2018 | S | 3,562 | $76.5281 | D | 5,000 | 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 UnitsF10,F11 | — | Feb 17, 2018 | M | 5,000 | D | — | — | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock UnitsF10,F12 | — | Feb 18, 2018 | M | 3,000 | D | — | — | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F10Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- F11These 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.
- 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 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 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.
- F3Represents 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.
- 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.
- F6Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $74.76 to $75.75 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.
- F7Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $75.79 to $75.82 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 $75.30 to $76.28 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 $76.31 to $76.76 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.