X0303 4 2011-01-18 0 0001125920 SHUTTERFLY INC SFLY 0001376445 HOUSENBOLD JEFFREY T C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY CA 94065 1 1 0 0 PRESIDENT & CEO Common Stock 2011-01-18 4 M 0 840 5.50 A 142521 D Common Stock 2011-01-18 4 S 0 840 36.6424 D 141681 D Employee Stock Option (Right to Buy) 5.50 2011-01-18 4 M 0 840 0 D 2015-01-16 Common Stock 840 562468 D The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2010. Represents the weighted average sales price per share. The prices actually received ranged from $36.55 to $36.78 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. The option is 100% vested and exercisable. This Statement confirms that the undersigned, Jeffrey T. Housenbold, has authorized and designated Charlotte Falla and John 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 Charlotte Falla and John Kaelle 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 John Kaelle are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 15, 2010 /s/Jeffrey T. Housenbold /s/ Charlotte Falla, Attorney in Fact 2011-01-20