X0304 4 2012-02-15 0 0001125920 SHUTTERFLY INC SFLY 0001539339 Manca Brian 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 Chief Accounting Officer Common Stock 2012-02-15 4 M 0 920 0 A 4072 D Common Stock 2012-02-15 4 F 0 397 27.176 D 3675 D Common Stock 2012-02-16 4 M 0 1667 0 A 5342 D Common Stock 2012-02-16 4 F 0 707 27.245 D 4635 D Restricted Stock Units 2012-02-15 4 M 0 920 0 D Common Stock 920 2760 D Restricted Stock Units 2012-02-16 4 M 0 1667 0 D Common Stock 1667 1666 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. 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 unit vests in four equal annual installments beginning February 15, 2012. The restricted stock unit vests in two equal annual installments beginning February 16, 2012. This Statement confirms that the undersigned, Brian Manca, has authorized and designated Charlotte Falla and Michael Look 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 Michael Look 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 Michael Look are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: January 12, 2012 /s/Brian Manca /s/ Charlotte Falla, Attorney in Fact 2012-02-17