SEC Form 4 · accession 0001140361-18-029193
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
Jun 15, 2018
Accepted (ET)
Jun 19, 2018 · 6:14 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 | Jun 15, 2018 | M | 2,793 | $44.75 | A | 24,543 | D | |
| Common StockF2 | Jun 15, 2018 | S | 2,593 | $94.1491 | D | 21,950 | D | |
| Common StockF3 | Jun 15, 2018 | S | 200 | $95.155 | D | 21,750 | D | |
| Common Stock | Jun 15, 2018 | M | 10,875 | $0.00 | A | 32,625 | D | |
| Common StockF5 | Jun 18, 2018 | S | 10,882 | $93.48 | D | 21,743 | D | |
| Common StockF6 | Jun 19, 2018 | S | 4,393 | $93.687 | D | 17,350 | D | |
| Common StockF7 | Jun 19, 2018 | S | 6,475 | $94.4675 | D | 10,875 | 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)F8 | $44.75 | Jun 15, 2018 | M | 2,793 | D | — | Feb 13, 2024 | Common Stock | 2,793 | 22,347 | D |
| Restricted Stock UnitsF9,F10 | — | Jun 15, 2018 | M | 10,875 | D | — | — | Common Stock | 10,875 | 10,875 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F10The 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 June 15, 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.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $93.63 to $94.60 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 $95.02 to $95.29 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 restricted stock units ("RSUs") that were earned by the Reporting Person on February 10, 2016.
- F5Represents 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 the RSU's. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this line for any reason other than to cover required taxes.
- F6Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $93.15 to $94.14 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 $94.16 to $95.04 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.
- F8The 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.
- F9Each RSU represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.