0001213900-19-019062.txt : 20190926
0001213900-19-019062.hdr.sgml : 20190926
20190926204825
ACCESSION NUMBER: 0001213900-19-019062
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: Hintz Dennis Gregory
CENTRAL INDEX KEY: 0001772098
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33031
FILM NUMBER: 191119387
MAIL ADDRESS:
STREET 1: C/O SHUTTERFLY, INC.
STREET 2: 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
0001772098
Hintz Dennis Gregory
C/O SHUTTERFLY, INC.
2800 BRIDGE PARKWAY
REDWOOD CITY
CA
94065
0
1
0
0
President, Lifetouch
Common Stock
2019-09-25
4
D
0
3404
D
0
D
Restricted Stock Units
2019-09-25
4
D
0
19777
0
D
Common Stock
19777
0
D
Restricted Stock Units
2019-09-25
4
A
0
4381
0
A
Common Stock
4381
4381
D
Restricted Stock Units
2019-09-25
4
D
0
4381
0
D
Common Stock
4381
0
D
Restricted Stock Units
2019-09-25
4
A
0
9527
0
A
Common Stock
9527
9527
D
Restricted Stock Units
2019-09-25
4
D
0
9527
0
D
Common Stock
9527
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) 3,010 were originally scheduled to vest on each of July 15, 2020 and July 15, 2021, (b) 2,395 were originally scheduled to vest on each of February 15, 2020, February 15, 2021 and February 15, 2022, and (c) 6,572 were originally scheduled to vest in four equal annual installments, with the first installment scheduled to vest on February 15, 2020, in each case subject to the Reporting Person's continuous service to the Issuer through each 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 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