X0306 4 2016-12-30 0 0001125920 SHUTTERFLY INC SFLY 0001647246 LAYNEY TRACY C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SVP, Chief HR Officer Common Stock 2016-12-30 4 M 0 7500 0 A 40125 D Common Stock 2017-01-03 4 S 0 3966 49.3919 D 36159 D Common Stock 2017-01-03 4 S 0 13 49.0938 D 36146 D Common Stock 2017-01-04 4 S 0 3521 49.8290 D 32625 D Restricted Stock Units 2016-12-30 4 M 0 7500 0 D Common Stock 7500 0 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on December 30, 2015. Represents shares sold to cover taxes due upon vesting and settlement of the RSU. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 8, 2016. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $49.51 to $50.30 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. Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration. This award vested in full on December 30, 2016. /s/ Ray Amanquah, Attorney-in-Fact 2017-01-04