Sec Form 3 Filing - CIBELLI MARIO @ SHUTTERFLY INC - 2015-06-15

FORM 3 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 CIBELLI MARIO 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 60 EAST 42ND STREET, SUITE 2306 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2015 (Street) NEW YORK, NY10165 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 2,500 D ( 1 ) Common Stock 4,308 D ( 2 ) Common Stock 1,670,000 I See Footnote ( 3 ) Common Stock 500 I By Wife ( 4 ) Common Stock 500 I By Son ( 5 ) Common Stock 500 I By Son ( 5 ) Common Stock 400 I By Son ( 5 ) Common Stock 400 I By Daughter ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CIBELLI MARIO 60 EAST 42ND STREET SUITE 2306 NEW YORK, NY10165 X Marathon Partners Equity Management, LLC 60 EAST 42ND STREET SUITE 2306 NEW YORK, NY10165 X Signatures /s/ Mario Cibelli 06/22/2015 Signature of Reporting Person Date Marathon Partners Equity Management, LLC, By: /s/ Mario Cibelli, Managing Member 06/22/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by Mario Cibelli, who is a Reporting Person. ( 2 )Represents shares of common stock underlying a restricted stock unit award granted to Mario Cibelli that will vest in three equal annual installments beginning on June 12, 2016. ( 3 )These securities are held in the accounts of private funds. Marathon Partners Equity Management, LLC ("Marathon") may be deemed to be a beneficial owner of such securities by virtue of its role as the investment manager or general partner of such private funds, and Mario Cibelli may be deemed to be a beneficial owner of such securities as the Managing Member of Marathon. Marathon and Mario Cibelli are each a Reporting Person. Each of Marathon and Mario Cibelli disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 4 )These securities are owned by the wife of Mario Cibelli. ( 5 )These securities are owned by a minor child of Mario Cibelli.

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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