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^*

Elarde Peter C

(Last)

(First)

(Middle)

C/O SHUTTERFLY, INC.

2800 BRIDGE PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2009

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

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

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

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

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

X	Form filed by One Reporting Person
	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	46,045	D

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)
Employee Stock Option (Right to Buy)	⁽²⁾	10/03/2011	Common Stock	8,140	$0.5	D
Employee Stock Option (Right to Buy)	⁽¹⁾⁽³⁾	05/09/2016	Common Stock	60,000	$10.39	D
Employee Stock Option (Right to Buy)	⁽¹⁾⁽⁵⁾	08/17/2015	Common Stock	11,020	$6	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	11/14/2017	Common Stock	12,500	$26.7	D
Restricted Stock Units	⁽⁷⁾	⁽⁹⁾	Common Stock	12,000	⁽⁶⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁹⁾	Common Stock	52,500	⁽⁶⁾	D

Explanation of Responses:

1. Immediately exercisable

2. Option is 100% vested and exercisable.

3. Option vested as to 25% of the shares subject to the grant on May 9, 2007, and vests as to an additional 1/48th of the total number of shares subject to the grant at the end of each full month until May 9, 2010.

4. Option vested as to 25% of the shares subject to the grant on November 15, 2008, and vests as to an additional 1/48th of the total number of shares subject to the grant at the end of each full month until November 15, 2011.

5. Option vested as to 25% of the shares subject to the grant on August 18, 2006, and vests as to an additional 1/48th of the total number of shares subject to the grant at the end of each full month until August 18, 2009.

6. Each restricted stock unit represents a contingent right to receive one share of SFLY common stock.

7. The restricted stock unit vests in three equal annual installments beginning June 2, 2009.

8. The restricted stock unit vests in three equal annual installments beginning February 17, 2010.

9. Not Applicable.

Remarks:

This Statement confirms that the undersigned, Peter C. Elarde, has authorized and designated John A. Kaelle and Douglas Appleton to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of John A. Kaelle and Douglas Appleton under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that John A. Kaelle and Douglas Appleton are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/ Peter C. Elarde Date: April 3, 2009

	/s/ Douglas Appleton Attorney-in-Fact	04/10/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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