SEC Form 4 · accession 0001567619-18-004814
SHUTTERFLY INC · SFLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Pope
Officer — SVP & Chief Financial Officer
Period of report
Oct 27, 2018
Accepted (ET)
Oct 30, 2018 · 9:28 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 | Oct 27, 2018 | M | 17,500 | $0.00 | A | 17,500 | D | |
| Common Stock | Oct 27, 2018 | M | 17,500 | $0.00 | A | 35,000 | D | |
| Common StockF3,F4 | Oct 29, 2018 | S | 17,458 | $58.6004 | D | 17,542 | 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 UnitsF5,F6 | — | Oct 27, 2018 | M | 17,500 | D | — | — | Common Stock | 17,500 | 17,500 | D |
| Restricted Stock UnitsF5,F7 | — | Oct 27, 2018 | M | 17,500 | D | — | — | Common Stock | 17,500 | 17,500 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 27, 2015.
- F2Vesting of performance-based RSUs granted to the Reporting Person on October 27, 2015.
- F3Represents the aggregate number of shares of the Issuer's common stock automatically 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 Form 4 for any reason other than to cover required taxes.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $58.60 to $59.5793 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.
- F5Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
- F6These RSUs vest in 4 equal annual installments, with the first installment vesting on October 27, 2016, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. 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.
- F7These RSUs vest in 4 equal annual installments, with the first installment vesting on October 27, 2016, subject to achievement of the applicable performance objectives. 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.