Sec Form 4 Filing - Manca Brian @ SHUTTERFLY INC - 2013-02-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Manca Brian
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)
VP, Chief Accounting Officer
(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 920 A $ 0 25,634 D
Common Stock 02/15/2013 F( 1 ) 351 D $ 41.6692 25,283 D
Common Stock 02/15/2013 A( 2 ) 7,000 A $ 0 32,283 D
Common Stock 02/19/2013 M 1,666 A $ 0 33,949 D
Common Stock 02/19/2013 F( 1 ) 641 D $ 41.2609 33,308 D
Common Stock 02/20/2013 S( 3 ) 569 D $ 41.1796 ( 4 ) 32,739 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 ( 5 ) 02/15/2013 M 920 ( 6 ) ( 6 ) Common Stock 920 $ 0 1,840 D
Restricted Stock Units ( 5 ) 02/19/2013 M 1,666 ( 7 ) ( 7 ) Common Stock 1,666 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manca Brian
2800 BRIDGE PARKWAY
REDWOOD CITY, CA94065
VP, Chief Accounting Officer
Signatures
Charlotte Falla, Attorney in Fact 02/20/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The common stock underlying the restricted stock unit will vest in three equal annual installments beginning on February 15, 2014.
( 3 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2012.
( 4 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $41.16 to $41.20. 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.
( 5 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 6 )The restricted stock unit vests in four equal annual installments beginning February 15, 2012.
( 7 )The restricted stock unit vests in two equal annual installments beginning February 16, 2012.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.