X0303 4 2011-05-20 0 0001125920 SHUTTERFLY INC SFLY 0001196578 KELLER ERIC J C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY CA 94065 1 0 0 0 Common Stock 2011-05-20 4 M 0 1511 0 A 8899 D Common Stock 2011-05-20 4 M 0 1587 0 A 10486 D Restricted Stock Units 0 2011-05-20 4 M 0 1511 0 D Common Stock 1511 3022 D Restricted Stock Units 0 2011-05-20 4 M 0 1587 0 D Common Stock 1587 0 D Vesting of restricted stock units granted to the Reporting Person on May 20, 2010. Each restricted stock unit represents a contingent right to receive one share of SFLY common stock. The restricted stock units vest in three equal annual installments beginning May 20, 2011. The restricted stock units vest in one annual installment on May 20, 2011. This Statement confirms that the undersigned, Eric Keller, has authorized and designated Charlotte Falla and Brian Manca to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of Charlotte Falla and Brian Manca under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that Charlotte Falla and Brian Manca are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: April 27, 2011 /s/Eric J. Keller /s/ Charlotte Falla, Attorney in Fact 2011-05-23