SEC Form 4 · accession 0001140361-18-031224
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Arnold
Officer — SVP, Enterprise
Period of report
Jun 30, 2018
Accepted (ET)
Jul 3, 2018 · 2:55 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 30, 2018 | M | 12,543 | $0.00 | A | 12,543 | D | |
| Common StockF2 | Jul 2, 2018 | S | 4,786 | $89.25 | D | 7,757 | D | |
| Common StockF2 | Jul 2, 2018 | S | 18 | $89.8335 | D | 7,739 | D | |
| Common Stock | Jul 2, 2018 | M | 39,474 | $47.50 | A | 47,213 | D | |
| Common StockF4 | Jul 2, 2018 | S | 34,844 | $89.5342 | D | 12,369 | D | |
| Common StockF5 | Jul 2, 2018 | S | 4,630 | $90.1556 | D | 7,739 | D | |
| Common StockF6 | Jul 3, 2018 | S | 6,406 | $90.0409 | D | 1,333 | D | |
| Common StockF7 | Jul 3, 2018 | S | 1,333 | $90.6266 | 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 UnitsF8,F9 | $0.00 | Jun 30, 2018 | M | 12,543 | D | — | — | Common Stock | 12,543 | 37,627 | D |
| Employee Stock Option (right to buy)F10 | $47.50 | Jul 2, 2018 | M | 39,474 | D | — | Jun 30, 2024 | Common Stock | 39,474 | 118,420 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 30, 2017.
- F10The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on June 30, 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.
- 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 $89.00 to $89.98 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 $90.00 to $90.46 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.
- F6Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $89.50 to $90.49 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 $90.51 to $90.77 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.
- F8Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
- F9The 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 30, 2018.