Sec Form 4 Filing - Lokuge Ishantha @ SHUTTERFLY INC - 2017-10-15

Insider filing report for Changes in Beneficial Ownership
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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
Lokuge Ishantha
2. Issuer Name and Ticker or Trading Symbol
SHUTTERFLY INC [ SFLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP and Chief Product Officer
(Last) (First) (Middle)
C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2017
(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 10/15/2017 M( 1 ) 7,500 A $ 0 7,500 ( 2 ) D
Common Stock 10/17/2017 S 2,838 ( 3 ) D $ 48.27 4,662 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
Restricted Stock Units ( 4 ) 10/15/2017 M( 1 ) 7,500 ( 5 ) ( 5 ) Common Stock 7,500 $ 0 7,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lokuge Ishantha
C/O SHUTTERFLY, INC.
2800 BRIDGE PARKWAY
REDWOOD CITY, CA94065
SVP and Chief Product Officer
Signatures
/s/ Jason Sebring, Attorney-in-Fact 10/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 15, 2014.
( 2 )As a result of an administrative error, the Form 4 previously filed with the Securities and Exchange Commission on February 22, 2017 incorrectly reported the final amount of securities beneficially owned by the Reporting Person following reported transactions. That amount is corrected on this Form 4.
( 3 )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 the RSU's. 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 )Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
( 5 )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, second and third installments vested on October 15, 2015, October 15, 2016 and October 15, 2017, respectively. 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.

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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