X0306 4 2016-11-15 0 0001125920 SHUTTERFLY INC SFLY 0001651687 BLACKWOOD-KAPRAL LISA C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 Chief Accounting Officer Common Stock 2016-11-15 4 M 0 1900 0 A 1900 D Common Stock 2016-11-15 4 S 0 721 49.2594 D 1179 D Common Stock 2016-11-17 4 S 0 1179 50.3472 D 0 D Restricted Stock Units 2016-11-15 4 M 0 1900 0 D Common Stock 1900 1900 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on November 4, 2013. Represents shares sold to cover taxes due upon vesting and settlement of the RSU. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $49.0528 to $49.26 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2016. The RSU represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2006 Equity Incentive Plan. This award vests in 4 equal annual installments. The first and second installments vested on November 15, 2014 and November 15, 2015, and the third installment vested on November 15, 2016. /s/ Ray Amanquah, Attorney-in-Fact 2016-11-17