X0306 4 2015-12-30 0 0001125920 SHUTTERFLY INC SFLY 0001229672 POPE MICHAEL W C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 Chief Financial Officer & SVP Restricted Stock Units 2015-12-30 4 A 0 7500 0 A Common Stock 7500 7500 D Each Restricted Stock Unit (the "RSU") represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan. The RSUs will vest 100% on December 30, 2016, subject to acceleration as approved on December 21, 2015 by the Compensation Committee of the Issuer's Board of Directors as well as pursuant to the terms of the offer letter and any other agreements in effect between the Issuer and the Reporting Person, subject to the Reporting Person's continuous service to the Issuer through such vesting date. Vested shares shall be delivered to the Reporting Person within 30 days of the vesting date as set forth in the RSU Award Agreement. /s/ Ray Amanquah, as attorney-in-fact 2016-01-04