X0303 4/A 2010-08-10 2010-08-12 0 0001125920 SHUTTERFLY INC SFLY 0001209186 RUBASH MARK J C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SVP & Chief Financial Officer Common Stock 2010-08-10 4 S 0 15000 23.56 D 36233 D This Form 4/A is filed to report the correct weighted average sales price per share, which price was inadvertently reported as $23.00 per share on a Form 4 filed with the U.S. Securities and Exchange Commission ("SEC") on August 12, 2010. The shares sold at prices ranging from $23.49 to $23.70 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the SEC, the issuer, or a security holder of the issuer. This Statement confirms that the undersigned, Mark J. Rubash, has authorized and designated John A. Kaelle 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 John A. Kaelle and 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 John A. Kaelle is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/Mark J. Rubash Date: May 13, 2009 /s/ John Kaelle, Attorney in Fact 2010-12-22