X0306 4 2015-12-30 0 0001125920 SHUTTERFLY INC SFLY 0001651687 BLACKWOOD-KAPRAL LISA C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 Chief Accounting Officer Restricted Stock Units 2015-12-30 4 A 0 3000 0 A Common Stock 3000 3000 D Each Restricted Stock Unit (the "RSU") represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan. The RSUs will vest in 25% increments annually starting on December 30, 2016, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. Vested shares shall be delivered to the Reporting Person within 30 days of the vesting date as set forth in the RSU Award Agreement. The undersigned, Lisa Blackwood-Kapral, authorizes and designates Ray Amanquah 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 Ray Amanquah 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 Ray Amanquah is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/ Lisa Blackwood-Kapral Dated: November 6, 2015 /s/ Ray Amanquah, Attorney-in-Fact 2016-01-04