X0303 4 2010-11-03 0 0001125920 SHUTTERFLY INC SFLY 0001376445 HOUSENBOLD JEFFREY T C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY CA 94065 1 1 0 0 PRESIDENT & CEO Common Stock 2010-11-03 4 S 0 20000 30.06 D 92611 D Common Stock 2010-11-04 4 M 0 19965 5.50 A 112576 D Common Stock 2010-11-04 4 S 0 19965 30.45 D 92611 D Employee Stock Option (Right to Buy) 5.50 2010-11-04 4 M 0 19965 0 D 2015-01-16 Common Stock 19965 848181 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 29, 2009. Option vests as to 25% of the shares subject to the grant on January 17, 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, Jeffrey T. Housenbold, 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/ Jeffrey T. Housenbold Date: May 13, 2009 /s/ John Kaelle, Attorney-in-Fact 2010-11-05