SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BORIS JOHN

(Last)

(First)

(Middle)

C/O SHUTTERFLY, INC.

2800 BRIDGE PARKWAY

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2018		M⁽¹⁾		2,500	A	$0	7,500	D
Common Stock	04/02/2018		M⁽¹⁾		2,500	A	$0	10,000	D
Common Stock	04/02/2018		M⁽²⁾		3,271	A	$0	13,271	D
Common Stock	04/02/2018		M⁽²⁾		3,270	A	$0	16,541	D
Common Stock	04/02/2018		M⁽³⁾		3,125	A	$0	19,666	D
Common Stock	04/02/2018		S		7,322⁽⁴⁾	D	$80.7415⁽⁵⁾	12,344	D
Common Stock	04/02/2018		M⁽⁶⁾		16,585	A	$44.75	28,929	D
Common Stock	04/02/2018		S⁽⁷⁾		12,297	D	$78.4593⁽⁸⁾	16,632	D
Common Stock	04/02/2018		S⁽⁷⁾		2,732	D	$79.2098⁽⁹⁾	13,900	D
Common Stock	04/02/2018		S⁽⁷⁾		1,300	D	$80.5423⁽¹⁰⁾	12,600	D
Common Stock	04/02/2018		S⁽⁷⁾		256	D	$81.3681⁽¹¹⁾	12,344	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹²⁾	04/02/2018		M⁽¹⁾			2,500	⁽¹³⁾	⁽¹³⁾	Common Stock	2,500	$0	7,500	D
Restricted Stock Units	⁽¹²⁾	04/02/2018		M⁽¹⁾			2,500	⁽¹³⁾	⁽¹³⁾	Common Stock	2,500	$0	7,500	D
Restricted Stock Units	⁽¹²⁾	04/02/2018		M⁽²⁾			1,633	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	1,633	$0	11,449	D
Restricted Stock Units	⁽¹²⁾	04/02/2018		M⁽²⁾			1,633	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	1,633	$0	11,449	D
Restricted Stock Units	⁽¹²⁾	04/02/2018		M⁽³⁾			1,560	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,560	$0	10,940	D
Employee Stock Option (right to buy)	$44.75	04/02/2018		M⁽⁶⁾			16,585	⁽¹⁶⁾	02/13/2024	Common Stock	16,585	$0	25,304	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") that were granted to the Reporting Person on February 13, 2015.

2. Vesting of RSUs that were granted to the Reporting Person on February 10, 2016.

3. Vesting of RSUs that were granted to the Reporting Person on March 9, 2016.

4. Represents 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.

5. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.7405 to $81.4355 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.

6. Exercise of stock options that were granted to the Reporting Person on February 14, 2017.

7. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

8. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $77.91 to $78.89 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.

9. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $78.91 to $79.83 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.

10. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.25 to $80.84 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.

11. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.29 to $81.39 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.

12. Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.

13. These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 17, 2016. 2,500 of the RSU shares were subject to accelerated vesting on April 2, 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.

14. These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 15, 2017. 1,633 of the RSU shares were subject to accelerated vesting on April 2, 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.

15. These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on March 15, 2017. 1,560 of the RSU shares were subject to accelerated vesting on April 2, 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.

16. The stock option vested and became exercisable as to 1/4th of the shares subject to the option on February 14, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments. 5,238 of the stock option shares were subject to accelerated vesting on April 2, 2018.

	/s/ Jason Sebring, Attorney-in-Fact	04/03/2018
	** 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 4 (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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