13D Filing: Eastbay Asset Management Buys Shares of Shutterfly Inc (SFLY), Expresses Concern Over Disinterest in a Sale

Item 5.

Interest in Securities of the Issuer.

(a)-(c)

As of the date hereof, (i) each of the Reporting Persons may be deemed to be the beneficial owner of 1,896,071 shares of Common Stock, constituting 5.4% of the Common Stock, based upon 34,855,162 shares of Common Stock outstanding as of February 11, 2016, as set forth in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed by the Issuer on February 16, 2016.

EastBay has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,896,071 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,896,071 shares of Common Stock.

Mr. Wolfberg has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,896,071 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,896,071 shares of Common Stock.

Mr. Landry has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,896,071 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,896,071 shares of Common Stock.

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect
	to Securities of the Issuer.

	The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Common Stock.

13D Filing: Eastbay Asset Management Buys Shares of Shutterfly Inc (SFLY), Expresses Concern Over Disinterest in a Sale

Published on February 29, 2016 at 12:44 pm by Meena Krishnamsetty in Hedge Funds, News

Page 10 of 15 SEC Filing

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	Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Common Stock of the Issuer Exhibit C: Letter to the Issuer’s Board of Directors dated February 26, 2016