SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CLARK JAMES H

(Last)

(First)

(Middle)

1700 SEAPORT BLVD., 4TH FLOOR

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2006

3. Issuer Name and Ticker or Trading Symbol
SHUTTERFLY INC [ SFLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	32,478	I	By Monaco Partners⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,500,000⁽²⁾	⁽²⁾	I	By Monaco Partners⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	180,652⁽²⁾	⁽²⁾	I	By Monaco Partners⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	17,000⁽²⁾	⁽²⁾	I	By JHC 2000 LLC⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	125,000⁽²⁾	⁽²⁾	I	By Woodside Ventures⁽⁵⁾
Series B Preferred Stock Warrant (Right to Buy)	⁽⁶⁾	⁽⁶⁾	Common Stock	40,816⁽²⁾	$24.5	I	By Monaco Partners⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	382,012⁽²⁾	⁽²⁾	I	By Monaco Partners⁽¹⁾
Series D Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,730,879⁽²⁾	⁽²⁾	I	By Monaco Partners⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,192,589⁽²⁾	⁽²⁾	I	By Monaco Partners⁽¹⁾
Series E Convertible Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	1,947,082⁽²⁾	⁽²⁾	I	By JHC LLC⁽⁷⁾

1. Name and Address of Reporting Person^*

CLARK JAMES H

(Last)

(First)

(Middle)

1700 SEAPORT BLVD., 4TH FLOOR

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Monaco Partners, L.P.

(Last)

(First)

(Middle)

777 EAST WILLIAM STREET #201

(Street)

CARSON CITY

89701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Clark Ventures, Inc.

(Last)

(First)

(Middle)

777 EAST WILLIAM STREET #201

(Street)

CARSON CITY

89701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JHC Investments, LLC

(Last)

(First)

(Middle)

777 EAST WILLIAM STREET #201

(Street)

CARSON CITY

89701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Securities held by Monaco Partners, L.P. ("Monaco Partners"). The general partner of Monaco Partners is Clark Ventures, Inc. ("Clark Ventures"), an entity controlled by James H. Clark.

2. Each share will automatically convert into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.

3. No expiration date.

4. Shares held by JHC Investments 2000, LLC ("JHC 2000 LLC"). Clark Ventures is the managing member of JHC 2000 LLC.

5. Shares held by Woodside Ventures Limited Partnership ("Woodside Ventures"). The general partner of Woodside Ventures is Monaco Partners.

6. Security is immediately exercisable, but expires upon the closing of Issuer's initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.

7. Shares held by JHC Investments, LLC ("JHC LLC"). Monaco Partners is the sole member of JHC LLC.

	/s/ Harvey L. Armstrong, Authorized Signer	09/28/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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