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Filing Details

Accession Number:
0000921895-19-001962
Form Type:
13D Filing
Publication Date:
2019-07-03 15:24:21
Filed By:
Okumus Fund Management
Company:
Shutterfly Inc (NASDAQ:SFLY)
Filing Date:
2019-07-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Okumus Fund Management Ltd 841,670 841,670 2.5%
Okumus Opportunistic Value Fund, Ltd 841,670 841,670 2.5%
Ahmet H. Okumus 841,670 841,670 2.5%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Shutterfly, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

82568P304

(CUSIP Number)

Ahmet H. Okumus

OKUMUS FUND MANAGEMENT LTD.

767 Third Avenue, 35th Floor

New York, NY 10017

(212) 201-2640

 

ANDREW M. FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 28, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
  1   NAME OF REPORTING PERSON  
         
        Okumus Fund Management Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         841,670  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          841,670  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        841,670  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

2
  1   NAME OF REPORTING PERSON  
         
        Okumus Opportunistic Value Fund, Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        British Virgin Islands  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         841,670  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          841,670  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        841,670  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.5%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

 

  1   NAME OF REPORTING PERSON  
         
        Ahmet H. Okumus  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Republic of Turkey  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         841,670  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          841,670  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        841,670  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.5%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

4

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by Opportunistic Value Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 841,670 Shares beneficially owned by Opportunistic Value Fund is approximately $40,444,684, including brokerage commissions.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

The Reporting Persons are pleased with the outcome of the strategic review process and believe the proposed transaction maximizes value for the Issuer’s stockholders. With the Issuer’s share price appreciating meaningfully from the Reporting Persons’ cost basis, the Reporting Persons have reduced their position in the Issuer for portfolio management reasons.

Item 5.Interest in Securities of the Issuer.

 

Items 5(a)-(c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 34,299,839 Shares outstanding as of June 7, 2019, which is the total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2019.

A.Opportunistic Value Fund
(a)As of the close of business on July 2, 2019, Opportunistic Value Fund beneficially owned 841,670 Shares.

Percentage: Approximately 2.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 841,670
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 841,670

 

(c)The transactions in the Shares by Opportunistic Value Fund during the past sixty days are set forth on Schedule A and incorporated herein by reference.
5
B.Okumus Fund Management
(a)Okumus Fund Management, as the investment manager of Opportunistic Value Fund, may be deemed the beneficial owner of the 841,670 Shares owned by Opportunistic Value Fund.

Percentage: Approximately 2.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 841,670
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 841,670

 

(c)Okumus Fund Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Opportunistic Value Fund during the past sixty days are set forth on Schedule A and incorporated herein by reference.
C.Mr. Okumus
(a)Mr. Okumus, as the President of Okumus Fund Management and a director of Opportunistic Value Fund, may be deemed the beneficial owner of the 841,670 Shares owned by Opportunistic Value Fund.

Percentage: Approximately 2.5%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 841,670
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 841,670

 

(c)Mr. Okumus has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Opportunistic Value Fund during the past sixty days are set forth on Schedule A and incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(e)As of June 28, 2019, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.
6

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2019

  Okumus Opportunistic Value Fund, Ltd.
   
  By: /s/ Ahmet H. Okumus
    Name: Ahmet H. Okumus
    Title: Director

 

  Okumus Fund Management Ltd.
   
  By: /s/ Ahmet H. Okumus
    Name: Ahmet H. Okumus
    Title: President

 

 

   
  /s/ Ahmet H. Okumus
  Ahmet H. Okumus

 

7

 

SCHEDULE A

 

Transactions in the Shares of the Issuer During the Past Sixty (60) Days

 

Nature of Transaction

Amount of Shares

Purchased/(Sold)

Price per Share ($) Date of
Purchase/Sale

 

OKUMUS OPPORTUNISTIC VALUE FUND, LTD.

Sale of Common Stock (53,574) 50.5314 06/27/2019
Sale of Common Stock (75,500) 50.6559 06/28/2019
Sale of Common Stock (557,064) 50.6035 06/28/2019
Sale of Common Stock (127,268) 50.6320 06/28/2019
Sale of Common Stock (23,800) 50.5546 07/01/2019
Sale of Common Stock (19,677) 50.5731 07/01/2019
Sale of Common Stock (89,526) 50.5535 07/01/2019