0001213900-19-019053.txt : 20190926 0001213900-19-019053.hdr.sgml : 20190926 20190926204555 ACCESSION NUMBER: 0001213900-19-019053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190925 FILED AS OF DATE: 20190926 DATE AS OF CHANGE: 20190926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OHARA RYAN CENTRAL INDEX KEY: 0001247490 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33031 FILM NUMBER: 191119376 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD., 12TH FL CITY: LOS ANGELES STATE: CA ZIP: 90028 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHUTTERFLY INC CENTRAL INDEX KEY: 0001125920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 943330068 FISCAL YEAR END: 0301 BUSINESS ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-610-5200 MAIL ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 ownership.xml OWNERSHIP DOCUMENT X0306 4 2019-09-25 1 0001125920 SHUTTERFLY INC SFLY 0001247490 OHARA RYAN C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 1 1 0 0 President and CEO Restricted Stock Units 2019-09-25 4 D 0 130149 0 D Common Stock 130149 0 D Restricted Stock Units 2019-09-25 4 A 0 17870 0 A Common Stock 17870 17870 D Restricted Stock Units 2019-09-25 4 D 0 17870 0 D Common Stock 17870 0 D Restricted Stock Units 2019-09-25 4 A 0 103647 0 A Common Stock 103647 103647 D Restricted Stock Units 2019-09-25 4 D 0 103647 0 D Common Stock 103647 0 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer upon vesting. Pursuant to the Agreement and Plan of Merger among the Issuer, Photo Holdings, LLC and Photo Holdings Merger Sub, Inc. dated as of June 10, 2019 (the "Merger Agreement"), each unexpired, unsettled and outstanding RSU was cancelled at the effective time of the merger and automatically converted into the right to receive $51.00 in cash per outstanding RSU, payable in accordance with and subject to the terms of the Merger Agreement. Of these RSUs, (a) 58,668 were originally scheduled to vest in two equal annual installments, with the first installment scheduled to vest on June 24, 2020, subject to vesting acceleration upon a change in control in which the Issuer is no longer a publicly traded company and (b) 71,481 were originally scheduled to vest in four equal annual installments, with the first installment scheduled to vest on June 24, 2020, in each case subject to the Reporting Person's continuous service to the Issuer through each vesting date. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with the terms and subject to the Merger Agreement and not subject to any vesting conditions with respect to the 58,668 RSUs that accelerated in connection with the merger. (continued to 4) (Beginning from 3) The remaining cash consideration vests as follows: on the original vesting date for cash consideration payable in respect of RSUs that would have vested during 2019; on January 1, 2020 for cash consideration payable in respect of RSUs that would have vested during 2020; on January 1, 2021 for cash consideration payable in respect of RSUs that would have vested during 2021; and on July 1, 2021 for cash consideration payable in respect of RSUs that would have vested after December 31, 2021, subject, in each case, to acceleration upon an earlier qualifying termination of employment. The RSUs are scheduled to vest in three substantially equal installments on each of September 25, 2019, January 1, 2021 and July 1, 2021, subject to the Reporting Person's continuous service to the Issuer through each such vesting date and subject to acceleration upon an earlier qualifying termination of employment. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement and subject to the same vesting schedule as applied to the RSUs. The RSUs are scheduled to vest on July 1, 2021, subject to the reporting Person's continuous service to the Issuer through such vesting date and subject to acceleration upon an earlier qualifying termination of employment. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement and subject to the same vesting schedule as applied to the RSUs. /s/ Jason Sebring, Attorney-in-Fact 2019-09-26