X0303 4 2011-06-28 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 Offi Common Stock 2011-06-28 4 S 0 16233 55.00 D 36980 D Common Stock 2011-06-28 4 M 0 6000 28.49 A 42980 D Common Stock 2011-06-28 4 S 0 6000 55.00 D 36980 D Employee Stock Option (Right to Buy) 28.49 2011-06-28 4 M 0 6000 0 D 2017-11-30 Common Stock 6000 261000 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2011. The stock option vested as to 25% of the shares subject to the grant on November 30, 2008, and vested or shall vest as to an additional 1/48th of the total number of shares subject to the grant at the end of each full month until November 30, 2011. This Statement confirms that the undersigned, Mark Rubash, 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: May 17, 2011 /s/ Mark Rubash /s/ Charlotte Falla, Attorney in Fact 2011-06-28