X0306 4 2017-02-14 0 0001125920 SHUTTERFLY INC SFLY 0001665857 Lokuge Ishantha C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SVP and Chief Product Officer Common Stock 2017-02-15 4 M 0 4056 0 A 4056 D Common Stock 2017-02-15 4 M 0 4056 0 A 8112 D Common Stock 2017-02-16 4 S 0 3185 47.3539 D 4927 D Restricted Stock Units 2017-02-14 4 A 0 12000 0 A Common Stock 12000 12000 D Employee Stock Option (right to buy) 44.75 2017-02-14 4 A 0 40223 0 A 2024-02-13 Common Stock 40223 40223 D Restricted Stock Units 2017-02-14 4 A 0 16222 0 A Common Stock 16222 16222 D Restricted Stock Units 2017-02-15 4 M 0 4056 0 D Common Stock 4056 12166 D Restricted Stock Units 2017-02-15 4 M 0 4056 0 D Common Stock 4056 12166 D Vesting of restricted stock units ("RSUs") granted to the Reporting Person on February 10, 2016. Vesting of RSUs that were earned by the Reporting Person on February 14, 2017. Represents the aggregate number of shares of the Issuer's common stock sold by the Reporting Person to cover taxes due upon the release and settlement of the RSU's. 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 of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan. The RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date, with the first installment to vest on February 14, 2018. Vested shares shall be settled within 30 days of the vesting date as set forth in the RSU Award Agreement. These RSUs will expire upon the earlier of the date: (i) when all are settled or (ii) when the Reporting Person ceases to provide services to the Issuer. The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on February 14, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. These RSUs represent performance-based RSUs previously awarded to the Reporting Person that were earned upon the satisfaction of certain performance criteria on February 14, 2017. These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 15, 2017. Vested shares shall be settled within 30 days of the vesting date as set forth in the RSU Award Agreement. These RSUs will expire upon the earlier of the date: (i) when all are settled or (ii) when the Reporting Person ceases to provide services to the Issuer. /s/ Ray Amanquah, Attorney-in-Fact 2017-02-16