0001213900-19-019057.txt : 20190926 0001213900-19-019057.hdr.sgml : 20190926 20190926204706 ACCESSION NUMBER: 0001213900-19-019057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190925 FILED AS OF DATE: 20190926 DATE AS OF CHANGE: 20190926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Black Dwayne A CENTRAL INDEX KEY: 0001390791 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33031 FILM NUMBER: 191119381 MAIL ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHUTTERFLY INC CENTRAL INDEX KEY: 0001125920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 943330068 FISCAL YEAR END: 0301 BUSINESS ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-610-5200 MAIL ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 ownership.xml X0306 4 2019-09-25 1 0001125920 SHUTTERFLY INC SFLY 0001390791 Black Dwayne A C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SVP, Operations Common Stock 2019-09-25 4 D 0 33749 D 0 D Restricted Stock Units 2019-09-25 4 D 0 43020 0 D Common Stock 43020 0 D Employee Stock Option (Right to Buy) 44.75 2019-09-25 4 D 0 33520 0 D 2024-02-13 Common Stock 33520 0 D Employee Stock Option (Right to Buy) 76.73 2019-09-25 4 D 0 36062 0 D 2025-02-27 Common Stock 36062 0 D Restricted Stock Units 2019-09-25 4 A 0 8275 0 A Common Stock 8275 8275 D Restricted Stock Units 2019-09-25 4 D 0 8275 0 D Common Stock 8275 0 D Restricted Stock Units 2019-09-25 4 A 0 17998 0 A Common Stock 17998 17998 D Restricted Stock Units 2019-09-25 4 D 0 17998 0 D Common Stock 17998 0 D Pursuant to the Agreement and Plan of Merger among the Issuer, Photo Holdings, LLC and Photo Holdings Merger Sub, Inc. dated as of June 10, 2019 (the "Merger Agreement"), the shares of common stock were cancelled and converted into the right to receive $51.00 in cash per share. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting. Pursuant to the Merger Agreement, each unexpired, unsettled and outstanding RSU was cancelled at the effective time of the merger and automatically converted into the right to receive $51.00 in cash per outstanding RSU, payable in accordance with and subject to the terms of the Merger Agreement. Of these RSUs, (a) 12,428 were originally scheduled to vest on February 15, 2020, (b) 4,000 were originally scheduled to vest on each of February 14, 2020 and February 14, 2021, (c) 10,179 were originally scheduled to vest in three substantially equal installments on each of February 15, 2020, February 15, 2021 and February 15, 2022, and (d) 12,413 are scheduled to vest in four equal annual installments, with the first installment to vest on February 15, 2020, in each case subject to the Reporting Person's continuous service to the Issuer through such vesting date. (continued to 5) (Beginning from 4) Upon the closing of the Merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement, with the cash consideration to vest as follows: on the original vesting date for cash consideration payable in respect of RSUs that would have vested during 2019; on January 1, 2020 for cash consideration payable in respect of RSUs that would have vested during 2020; on January 1, 2021 for cash consideration payable in respect of RSUs that would have vested during 2021; and on July 1, 2021 for cash consideration payable in respect of RSUs that would have vested after December 31, 2021, subject, in each case, to acceleration upon an earlier qualifying termination of employment. The stock option vested and became 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. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment equal to the difference between $51.00 and the per share exercise price of the option, multiplied by the number of shares subject to the option, payable in accordance with and subject to the terms of the Merger Agreement, (continued to 7) (Beginning from 6) with the cash consideration to vest as follows: on the original vesting date for cash consideration payable in respect of options that would have vested during 2019; on January 1, 2020 for cash consideration payable in respect of options that would have vested during 2020; on January 1, 2021 for cash consideration payable in respect of options that would have vested during 2021; and on July 1, 2021 for cash consideration payable in respect of options that would have vested after December 31, 2021, subject, in each case, to acceleration upon an earlier qualifying termination of employment. The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on February 15, 2019, 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. Pursuant to the Merger Agreement, the option was cancelled without payment of any consideration because the exercise price was greater than $51.00. The RSUs are scheduled to vest in three substantially equal installments on each of September 25, 2019, January 1, 2021 and July 1, 2021, subject to the Reporting Person's continuous service to the Issuer through each such vesting date and subject to acceleration upon an earlier qualifying termination of employment. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement and subject to the same vesting schedule as applied to the RSUs. The RSUs are scheduled to vest on July 1, 2021, subject to the reporting Person's continuous service to the Issuer through such vesting date and subject to acceleration upon an earlier qualifying termination of employment. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement and subject to the same vesting schedule as applied to the RSUs. /s/ Jason Sebring, Attorney-in-Fact 2019-09-26