SEC Form 4 · accession 0001140361-18-011790
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy Layney
Officer — SVP, Chief HR Officer
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 6:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001125920
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 28, 2018 | A | 8,783 | A | — | — | Common Stock | 8,783 | 8,783 | D |
| Restricted Stock UnitsF1,F3 | — | Feb 28, 2018 | A | 5,589 | A | — | — | Common Stock | 5,589 | 5,589 | D |
| Employee Stock Option (right to buy)F4 | $76.73 | Feb 28, 2018 | A | 23,334 | A | — | Feb 27, 2025 | Common Stock | 23,334 | 23,334 | D |
Explanation of responses
- F1Each of these restricted stock units (the "RSUs") represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
- F2The 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 to vest on February 28, 2019. 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.
- F3100% of the RSUs will vest on February 28, 2020, subject to the Reporting Person's continuous service to the Issuer through such vesting date. 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.
- F4The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on February 28, 2019, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.