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Filing Details

Accession Number:: 0001140361-18-016900
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-04-03 21:02:37
Reporting Period:: 2018-04-02

Accepted Time:: 2018-04-03 21:02:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1125920	Shutterfly Inc	SFLY	Services-Photofinishing Laboratories (7384)	943330068

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1548888	John Boris	C/O Shutterfly, Inc. 2800 Bridge Parkway Redwood City CA 94065	Svp, Chief Marketing Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2018-04-02	2,500	$0.00	7,500	No	4	M	Direct
Common Stock	Acquisiton	2018-04-02	2,500	$0.00	10,000	No	4	M	Direct
Common Stock	Acquisiton	2018-04-02	3,271	$0.00	13,271	No	4	M	Direct
Common Stock	Acquisiton	2018-04-02	3,270	$0.00	16,541	No	4	M	Direct
Common Stock	Acquisiton	2018-04-02	3,125	$0.00	19,666	No	4	M	Direct
Common Stock	Disposition	2018-04-02	7,322	$80.74	12,344	No	4	S	Direct
Common Stock	Acquisiton	2018-04-02	16,585	$44.75	28,929	No	4	M	Direct
Common Stock	Disposition	2018-04-02	12,297	$78.46	16,632	No	4	S	Direct
Common Stock	Disposition	2018-04-02	2,732	$79.21	13,900	No	4	S	Direct
Common Stock	Disposition	2018-04-02	1,300	$80.54	12,600	No	4	S	Direct
Common Stock	Disposition	2018-04-02	256	$81.37	12,344	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2018-04-02	2,500	$0.00	2,500	$0.00
Common Stock	Restricted Stock Units	Disposition	2018-04-02	2,500	$0.00	2,500	$0.00
Common Stock	Restricted Stock Units	Disposition	2018-04-02	1,633	$0.00	1,633	$0.00
Common Stock	Restricted Stock Units	Disposition	2018-04-02	1,633	$0.00	1,633	$0.00
Common Stock	Restricted Stock Units	Disposition	2018-04-02	1,560	$0.00	1,560	$0.00
Common Stock	Employee Stock Option (right to buy)	Disposition	2018-04-02	16,585	$0.00	16,585	$44.75

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,500		No	4	M	Direct
7,500		No	4	M	Direct
11,449		No	4	M	Direct
11,449		No	4	M	Direct
10,940		No	4	M	Direct
25,304	2024-02-13	No	4	M	Direct

Footnotes

Vesting of restricted stock units ("RSUs") that were granted to the Reporting Person on February 13, 2015.
Vesting of RSUs that were granted to the Reporting Person on February 10, 2016.
Vesting of RSUs that were granted to the Reporting Person on March 9, 2016.
Represents the aggregate number of shares of the Issuer's common stock sold by the Reporting Person to cover taxes due upon the release and settlement of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.7405 to $81.4355 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
Exercise of stock options that were granted to the Reporting Person on February 14, 2017.
This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $77.91 to $78.89 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $78.91 to $79.83 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $80.25 to $80.84 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $81.29 to $81.39 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 17, 2016. 2,500 of the RSU shares were subject to accelerated vesting on April 2, 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) when the Reporting Person ceases to provide services to the Issuer.
These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 15, 2017. 1,633 of the RSU shares were subject to accelerated vesting on April 2, 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) when the Reporting Person ceases to provide services to the Issuer.
These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on March 15, 2017. 1,560 of the RSU shares were subject to accelerated vesting on April 2, 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) when the Reporting Person ceases to provide services to the Issuer.
The stock option vested and became exercisable as to 1/4th of the shares subject to the option on February 14, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments. 5,238 of the stock option shares were subject to accelerated vesting on April 2, 2018.