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^*

Han Ed

(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)
04/25/2011

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)
	VP & GM, Tiny Prints

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	589,282⁽¹⁾	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)	⁽⁴⁾	06/07/2020	Common Stock	227,090⁽²⁾⁽³⁾	$5.69	D

Explanation of Responses:

1. The reporting person beneficially owns 589,282 shares of which 58,928 shares are being held in escrow pursuant to the terms of the Merger Agreement.

2. Options issued pursuant to the terms of the Tiny Prints, Inc. 2008 Equity Incentive Plan and converted into options exercisable for common stock of Shutterfly pursuant to the terms of the Merger Agreement.

3. Pursuant to the Merger Agreement, options to purchase shares of Tiny Prints, Inc. common stock that were outstanding immediately prior to the consummation of the merger were converted into options to purchase the whole number of shares of Shutterfly common stock equal to the number of shares subject to the Tiny Prints option immediately prior to the merger multiplied by the Tiny Prints exchange ratio , in accordance with the terms of the Merger Agreement, at an exercise price determined in accordance with the terms of the Merger Agreement.

4. An initial portion of the Options became vested and exercisable as of May 1, 2008. Thereafter portions of the Shares vest and are exercisable as follows: 2.083333% of the Shares vests each month of continuous service for 48 months until fully vested. If application of the vesting percentage causes a fractional share, such share is rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month the Option shall become exercisable for the full remainder of the Shares.

Remarks:

This Statement confirms that the undersigned, Ed Han, has authorized and designated Charlotte Falla or Brian Manca 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 Charlotte Falla or Brian Manca 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 Charlotte Falla or Brian Manca are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: April 27, 2011 /s/Ed Han Ed Han

	/s/ Charlotte Falla, Attorney In Fact	05/04/2011
	** 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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