SEC Form 4 · accession 0001140361-18-016900
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
Apr 2, 2018
Accepted (ET)
Apr 3, 2018 · 9:02 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 | Apr 2, 2018 | M | 2,500 | $0.00 | A | 7,500 | D | |
| Common Stock | Apr 2, 2018 | M | 2,500 | $0.00 | A | 10,000 | D | |
| Common Stock | Apr 2, 2018 | M | 3,271 | $0.00 | A | 13,271 | D | |
| Common Stock | Apr 2, 2018 | M | 3,270 | $0.00 | A | 16,541 | D | |
| Common Stock | Apr 2, 2018 | M | 3,125 | $0.00 | A | 19,666 | D | |
| Common StockF4,F5 | Apr 2, 2018 | S | 7,322 | $80.7415 | D | 12,344 | D | |
| Common Stock | Apr 2, 2018 | M | 16,585 | $44.75 | A | 28,929 | D | |
| Common StockF8 | Apr 2, 2018 | S | 12,297 | $78.4593 | D | 16,632 | D | |
| Common StockF9 | Apr 2, 2018 | S | 2,732 | $79.2098 | D | 13,900 | D | |
| Common StockF10 | Apr 2, 2018 | S | 1,300 | $80.5423 | D | 12,600 | D | |
| Common StockF11 | Apr 2, 2018 | S | 256 | $81.3681 | D | 12,344 | 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 UnitsF12,F13 | — | Apr 2, 2018 | M | 2,500 | D | — | — | Common Stock | 2,500 | 7,500 | D |
| Restricted Stock UnitsF12,F13 | — | Apr 2, 2018 | M | 2,500 | D | — | — | Common Stock | 2,500 | 7,500 | D |
| Restricted Stock UnitsF12,F14 | — | Apr 2, 2018 | M | 1,633 | D | — | — | Common Stock | 1,633 | 11,449 | D |
| Restricted Stock UnitsF12,F14 | — | Apr 2, 2018 | M | 1,633 | D | — | — | Common Stock | 1,633 | 11,449 | D |
| Restricted Stock UnitsF12,F15 | — | Apr 2, 2018 | M | 1,560 | D | — | — | Common Stock | 1,560 | 10,940 | D |
| Employee Stock Option (right to buy)F16 | $44.75 | Apr 2, 2018 | M | 16,585 | D | — | Feb 13, 2024 | Common Stock | 16,585 | 25,304 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") that were granted to the Reporting Person on February 13, 2015.
- F10Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.25 to $80.84 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.
- F11Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.29 to $81.39 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.
- F12Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- 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 17, 2016. 2,500 of the RSU shares were subject to accelerated vesting on April 2, 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.
- F14These 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 15, 2017. 1,633 of the RSU shares were subject to accelerated vesting on April 2, 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.
- F15These 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 March 15, 2017. 1,560 of the RSU shares were subject to accelerated vesting on April 2, 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.
- F16The 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. 5,238 of the stock option shares were subject to accelerated vesting on April 2, 2018.
- F2Vesting of RSUs that were granted to the Reporting Person on February 10, 2016.
- F3Vesting of RSUs that were granted to the Reporting Person on March 9, 2016.
- F4Represents 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 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.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.7405 to $81.4355 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.
- F6Exercise of stock options that were granted to the Reporting Person on February 14, 2017.
- F7This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F8Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $77.91 to $78.89 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 $78.91 to $79.83 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.