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

CUSIP No.

82568P304

Item 1.

Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, $0.0001 par value per share (the “Common Stock”), of Shutterfly, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 2800 Bridge Parkway, Redwood City, California 94065.

Item 2.

Identity and Background.

(a)-(c)

This Schedule 13D is being filed jointly by (i) EastBay Asset Management, LLC (“EastBay”), a Delaware limited liability company, as the investment manager to certain private investment funds and separately managed accounts, with respect to Common Stock owned by such private investment funds and separately managed accounts, (ii) Adam Wolfberg (“Mr. Wolfberg”), a United States citizen and a principal of EastBay with respect to the Common Stock owned by such private investment funds and separately managed accounts, and (iii) Steven Landry (“Mr. Landry”), a United States citizen and a principal of EastBay with respect to the Common Stock owned by such private investment funds and separately managed accounts (collectively, the “Reporting Persons”).

Each of Mr. Wolfberg’s and Mr. Landry’s present principal occupation or employment is acting as a private investor.  The principal business address of the Reporting Persons is 1345 Avenue of the Americas, 3^rd Floor, New York, New York 10105.  Each of Mr. Wolfberg and Mr. Landry is a managing member of EastBay and, as such, is in the position to determine the investment and voting decisions made by EastBay on behalf of its clients.

(d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds and separately managed accounts advised by EastBay is approximately $79,962,641.  The Common Stock was purchased with the investment capital of the private investment funds and separately managed accounts advised by EastBay.