Sec Form 4 Filing - HOUSENBOLD JEFFREY T @ SHUTTERFLY INC - 2013-02-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOUSENBOLD JEFFREY T 2. Issuer Name and Ticker or Trading Symbol SHUTTERFLY INC [ SFLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 2800 BRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2013 (Street) REDWOOD CITY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/15/2013 M 25,000 A $ 16.51 409,171 D Common Stock 02/15/2013 S( 1 ) 25,000 D $ 41.8614 ( 2 ) 384,171 D Common Stock 02/15/2013 M 30,625 A $ 0 414,796 D Common Stock 02/15/2013 F( 3 ) 16,195 D $ 41.6692 398,601 D Common Stock 02/15/2013 M 66,667 A $ 0 465,268 D Common Stock 02/15/2013 F( 3 ) 35,253 D $ 41.6692 430,015 D Common Stock 02/15/2013 A( 4 ) 66,667 A $ 0 496,682 D Common Stock 02/15/2013 F( 3 ) 35,253 D $ 41.6692 461,429 D Common Stock 02/15/2013 A( 5 ) 145,000 A $ 0 606,429 D Common Stock 02/19/2013 M 48,066 A $ 0 654,495 D Common Stock 02/19/2013 F( 3 ) 25,081 D $ 42.15 629,414 D Common Stock 02/19/2013 M 20,600 A $ 0 650,014 D Common Stock 02/19/2013 F( 3 ) 10,750 D $ 42.15 639,264 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 16.51 02/15/2013 M 25,000 ( 6 ) 02/27/2017 Common Stock 25,000 $ 0 142,876 D Restricted Stock Units ( 7 ) 02/15/2013 M 30,625 ( 8 ) ( 8 ) Common Stock 30,625 $ 0 61,250 D Restricted Stock Units ( 7 ) 02/15/2013 M 66,667 ( 9 ) ( 9 ) Common Stock 66,667 $ 0 133,333 D Restricted Stock Units $ 0 02/19/2013 M 48,066 ( 10 ) ( 10 ) Common Stock 48,066 $ 0 0 D Restricted Stock Units ( 7 ) 02/19/2013 M 20,600 ( 10 ) ( 10 ) Common Stock 20,600 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOUSENBOLD JEFFREY T 2800 BRIDGE PARKWAY REDWOOD CITY, CA94065 X President & CEO Signatures Charlotte Falla, Attorney in Fact 02/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 28, 2012. ( 2 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $41.31 to $42.10. 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 sold at each separate price within the range. ( 3 )Exempt transaction pursuant to Section 16b-3(e) payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. 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. ( 4 )Shares vested pursuant to the first of three equal annual installments under a performance-based restricted stock unit award granted on February 14, 2012. ( 5 )The common stock underlying the restricted stock unit will vest in three equal annual installments beginning on February 15, 2014. ( 6 )The option became fully vested and exercisable as of February 28, 2011. ( 7 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. ( 8 )The restricted stock units vest in four equal annual installments beginning February 15, 2012. ( 9 )The restricted stock units vest in three equal annual installments beginning February 15, 2013. ( 10 )The restricted stock units vest in three equal annual installments beginning February 16, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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