X0306 4 2017-02-27 0 0001125920 SHUTTERFLY INC SFLY 0001699337 Anderson Michele C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SVP, Retail Restricted Stock Units 2017-02-27 4 A 0 48161 0 A Common Stock 48161 48161 D Employee Stock Option (right to buy) 45.68 2017-02-27 4 A 0 144483 0 A 2024-02-26 Common Stock 144483 144483 D Each of these Restricted Stock Units (the "RSUs") represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration. The RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date, with the first installment to vest on February 27, 2018. Vested shares shall be settled within 30 days of the vesting date as set forth in the RSU Award Agreement. These RSUs will expire upon the earlier of the date: (i) when all are settled or (ii) the 10th anniversary of the grant date. The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on February 27, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. /s/ Jason Sebring, Attorney-in-Fact 2017-03-01