X0303 4 2009-09-18 0 0001125920 SHUTTERFLY INC SFLY 0001376447 Galen Douglas J C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SR VP, BUS & CORP DEVELOPM Common Stock 2009-09-18 4 M 0 50000 5.50 A 50000 D Common Stock 2009-09-18 4 S 0 25000 17.1074 D 25000 D Common Stock 2009-09-18 4 S 0 25000 17.9781 D 0 D Employee Stock Option (Right to Buy) 5.50 2009-09-18 4 M 0 50000 0 A 2016-03-31 Common Stock 50000 41819 D The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 11, 2009. Represents the weighted average sales price per share. The prices actually received ranged from $16.90 to $17.45. The reporing person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Represents the weighted average sales price per share. The prices actually received ranged from $17.90 to $18.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Option vests as to 25% of the shares subject to the grant on March 31, 2006, and as to an additional 1/48th of the total number of shares subject to the grant at the end of each full month thereafter. This Statement confirms that the undersigned, Douglas J. Galen, 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. /s/Douglas J. Galen Date: May 13, 2009 /s/Doug Appleton, Attorney-in-Fact 2009-09-18