Sec Form 4 Filing - RUBASH MARK J @ SHUTTERFLY INC - 2012-02-17

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 RUBASH MARK J 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 & Chief Financial Offi (Last) (First) (Middle) C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2012 (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 02/17/2012 M( 1 ) 23,333 A $ 0 74,726 D Common Stock 02/17/2012 F( 6 ) 10,014 D $ 27.16 ( 6 ) 64,712 D Common Stock 02/17/2012 M( 2 ) 2,000 A $ 0 66,712 D Common Stock 02/17/2012 F( 6 ) 959 D $ 27.16 ( 6 ) 65,753 D Common Stock 02/17/2012 M( 3 ) 2,000 A $ 0 67,753 D Common Stock 02/17/2012 F( 6 ) 959 D $ 27.16 ( 6 ) 66,794 D Common Stock 02/17/2012 M( 4 ) 2,000 A $ 0 68,794 D Common Stock 02/17/2012 F( 6 ) 959 D $ 27.16 ( 6 ) 67,835 D Common Stock 02/17/2012 M( 5 ) 4,000 A $ 0 71,835 D Common Stock 02/17/2012 F( 6 ) 1,918 D $ 27.16 ( 6 ) 69,917 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 ( 7 ) 02/17/2012 M 23,333 ( 8 ) ( 8 ) Common Stock 23,333 $ 0 0 D Restricted Stock Units ( 7 ) 02/17/2012 M 2,000 ( 8 ) ( 8 ) Common Stock 2,000 $ 0 0 D Restricted Stock Units ( 7 ) 02/17/2012 M 2,000 ( 8 ) ( 8 ) Common Stock 2,000 $ 0 0 D Restricted Stock Units ( 7 ) 02/17/2012 M 2,000 ( 8 ) ( 8 ) Common Stock 2,000 $ 0 0 D Restricted Stock Units ( 7 ) 02/17/2012 M 4,000 ( 8 ) ( 8 ) Common Stock 4,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUBASH MARK J C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY, CA94065 SVP & Chief Financial Offi Signatures /s/ Charlotte Falla, Attorney in Fact 02/22/2012 Signature of Reporting Person Date

Explanation of Responses :

( 1 )Vesting of restricted stock units granted to the Reporting Person on February 17, 2009. ( 2 )Vesting of restricted stock units granted to the Reporting Person on April 28, 2009. ( 3 )Vesting of restricted stock units granted to the Reporting Person on July 28, 2009. ( 4 )Vesting of restricted stock units granted to the Reporting Person on October 28, 2009. ( 5 )Vesting of restricted stock units granted to the Reporting Person on February 4, 2010. ( 6 )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 Issuers 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. ( 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 three equal annual installments beginning February 17, 2010.

Remarks: This Statement confirms that the undersigned, Mark Rubash, has authorized and designated Charlotte Falla and Brian Manca to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of Charlotte Falla and Brian Manca under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that Charlotte Falla and Brian Manca are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.Date: May 17, 2011/s/ Mark Rubash

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