SEC Form 4 · accession 0001140361-18-013114
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
Mar 9, 2018
Accepted (ET)
Mar 12, 2018 · 6:32 pm EDT
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 | Mar 9, 2018 | M | 13,408 | $44.75 | A | 35,637 | D | |
| Common StockF2 | Mar 9, 2018 | S | 7,875 | $85.0128 | D | 27,762 | D | |
| Common StockF3 | Mar 9, 2018 | S | 8,227 | $85.5518 | D | 19,535 | 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 | $44.75 | Mar 9, 2018 | M | 13,408 | D | — | Feb 13, 2024 | Common Stock | 13,408 | 40,223 | 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 $84.27 to $85.26 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.
- F3Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $85.27 to $86.01 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.
- F4The stock option vested and became exercisable as to 1/4th of the shares subject to the option on February 14, 2018, 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.