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