SEC Form 4 · accession 0001140361-18-029194
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Sebring
Officer — VP, General Counsel
Period of report
Jun 15, 2018
Accepted (ET)
Jun 19, 2018 · 6:15 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 | 3,125 | $0.00 | A | 3,125 | D | |
| Common StockF2 | Jun 18, 2018 | S | 1,087 | $93.48 | D | 2,038 | D | |
| Common StockF2 | Jun 18, 2018 | S | 4 | $93.6165 | D | 2,034 | D | |
| Common StockF4 | Jun 19, 2018 | S | 700 | $93.5314 | D | 1,334 | D | |
| Common StockF5 | Jun 19, 2018 | S | 1,334 | $94.4288 | D | 0 | 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 UnitsF6,F7 | — | Jun 15, 2018 | M | 3,125 | D | — | — | Common Stock | 3,125 | 6,250 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 15, 2016.
- 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 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $93.17 to $94.04 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.
- F5Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $94.19 to $94.74 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.
- F6Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
- F7The 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 vesting on June 15, 2017. 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.