X0303 4 2010-11-22 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 2010-11-22 4 M 0 93333 0 A 185944 D Common Stock 2010-11-22 4 F 0 44263 D 141681 D Restricted Stock Units 2010-11-22 4 M 0 93333 0 D Common Stock 93333 93333 D Vesting of restricted stock units granted to the Reporting Person on November 21, 2008. Payment of tax liability by delivery of securities incident to the vesting of a security issued in accordance with Rule 16b-3. Shares disposed of by the Reporting Person in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest in three equal annual installments beginning November 21, 2009. Represents the amount of securities beneficially owned by the reporting person as of January 10, 2011 This Statement confirms that the undersigned, Jeffrey T. Housenbold, has authorized and designated Charlotte Falla and John Kaelle 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 John Kaelle 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 John Kaelle are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 15, 2010 /s/Jeffrey T. Housenbold /s/ Charlotte Falla, Attorney In Fact 2011-01-10