X0202
4
2008-06-02
0
0001125920
SHUTTERFLY INC
SFLY
0001415033
Blegen Theodore
C/O SHUTTERFLY
2800 BRIDGE PARKWAY SUITE 101
REDWOOD CITY
CA
94065
0
1
0
0
VP, Controller
Restricted Stock Units
2008-06-02
4
A
0
6650
0
A
Common Stock
6650
6650
D
Each restricted stock unit represents a contingent right to receive one share of SFLY common stock.
The restricted stock units vest in two equal annual installments beginning June 2, 2009.
This Statement confirms that the undersigned, Theodore Blegen, 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.
Date: October 11, 2007
/s/ Douglas Appleton, Attorney-In-Fact
2008-06-05