X0306 4 2013-02-07 0 0001125920 SHUTTERFLY INC SFLY 0001108159 KILLEEN STEPHEN J 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 1 0 0 0 Common Stock 2013-02-07 4 M 0 45000 16.51 A 59227 D Common Stock 2013-02-07 4 S 0 45000 41.99 D 15437 D Employee Stock Option (Right to Buy) 16.51 2013-02-07 4 M 0 45000 0 D 2017-02-28 Common Stock 45000.0 5000 D The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2012. Reflects correction to a mathematical error in Column 5 total on the Form 4 filed by the reporting person on January 14, 2013. The shares subject to this option vested in 36 equal monthly installments following the date of grant, and fully vested on February 28, 2010. This Statement confirms that the undersigned, Stephen Killeen, has authorized and designated Charlotte Falla and 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 and 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 and 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 28, 2011 /s/ Stephen Killeen Charlotte Falla, Attorney in Fact 2013-02-08