X0304 4 2012-02-15 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 2012-02-15 4 M 0 30625 0 A 287461 D Common Stock 2012-02-15 4 F 0 11639 27.176 D 275822 D Common Stock 2012-02-16 4 M 0 48067 0 A 323889 D Common Stock 2012-02-16 4 F 0 22747 27.245 D 301142 D Common Stock 2012-02-16 4 M 0 20600 0 A 321742 D Common Stock 2012-02-16 4 F 0 7661 27.245 D 314081 D Restricted Stock Units 2012-02-15 4 M 0 30625 0 D Common Stock 30625 91875 D Restricted Stock Units 2012-02-16 4 M 0 48067 0 D Common Stock 48067 48066 D Restricted Stock Units 2012-02-16 4 M 0 20600 0 D Common Stock 20600 20600 D Restricted Stock Units 2012-02-15 4 A 0 200000 0 A Common Stock 200000 200000 D Vesting of restricted stock units granted to the Reporting Person on February 15, 2011. Vesting of restricted stock units granted to the Reporting Person on February 16, 2010. Vesting of restricted stock units granted to the Reporting Person on February 7, 2011. Exempt transaction pursuant to Section 16b-3(e) payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person in exchange for the Issuers agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest in four equal annual installments beginning February 15, 2012. The restricted stock units vest in three equal annual installments beginning February 16, 2011. The restricted stock units vest in three equal annual installments beginning February 15, 2013. This Statement confirms that the undersigned, Jeff Housenbold, 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: May 17, 2011 /s/ Jeff Housenbold /s/ Charlotte Falla, Attorney in Fact 2012-02-17