SEC Form 4 · accession 0001567619-19-004941
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
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 8:52 pm EST
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 | Feb 14, 2019 | M | 2,500 | $0.00 | A | 13,375 | D | |
| Common StockF2 | Feb 15, 2019 | S | 967 | $45.93 | D | 12,408 | D | |
| Common Stock | Feb 15, 2019 | M | 2,371 | $0.00 | A | 14,779 | D | |
| Common Stock | Feb 15, 2019 | M | 2,371 | $0.00 | A | 17,150 | D | |
| Common Stock | Feb 15, 2019 | M | 2,196 | $0.00 | A | 19,346 | D | |
| Common StockF2 | Feb 19, 2019 | S | 2,426 | $46.3621 | D | 16,920 | D | |
| Common StockF7 | Feb 19, 2019 | S | 1,533 | $46.2717 | D | 15,387 | 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 | — | Feb 14, 2019 | M | 2,500 | D | — | — | Common Stock | 2,500 | 5,000 | D |
| Restricted Stock UnitsF8,F10 | — | Feb 15, 2019 | M | 2,371 | D | — | — | Common Stock | 2,371 | 2,371 | D |
| Restricted Stock UnitsF8,F10 | — | Feb 15, 2019 | M | 2,371 | D | — | — | Common Stock | 2,371 | 2,371 | D |
| Restricted Stock UnitsF8,F11 | — | Feb 15, 2019 | M | 2,196 | D | — | — | Common Stock | 2,196 | 6,587 | D |
Explanation of responses
- F1Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 14, 2017.
- F10These 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 February 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.
- F11The 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 February 15, 2019. 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 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.
- F3Vesting of RSUs granted to the Reporting Person on February 10, 2016.
- F4Vesting of RSUs that were earned by the Reporting Person on February 14, 2017.
- F5Vesting of RSUs granted to the Reporting Person on February 28, 2018.
- F6This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F7Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $45.79 to $46.71 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 RSU represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
- 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 February 14, 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.