Sec Form 4 Filing - Wiley Roland Karl @ SHUTTERFLY INC - 2016-02-18

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 Wiley Roland Karl 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 General Manager (Last) (First) (Middle) C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2016 (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 02/18/2016 S( 1 ) 3,352 D $ 39.0674 ( 2 ) 4,271 D Common Stock 02/18/2016 M( 3 ) 3,500 A $ 0 7,771 D Common Stock 02/19/2016 S 1,333 ( 4 ) D $ 39.9055 6,438 D Common Stock 02/18/2016 M( 5 ) 1,500 A $ 0 7,938 D Common Stock 02/19/2016 S 572 ( 6 ) D $ 39.9055 7,366 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 Expirat ion 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 ) 02/18/2016 M( 3 ) 3,500 ( 7 ) ( 7 ) Common Stock 3,500 $ 0 7,000 ( 8 ) D Performance-Based Restricted Stock Units ( 9 ) 02/18/2016 M( 5 ) 1,500 ( 9 ) ( 9 ) Common Stock 1,500 $ 0 3,000 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wiley Roland Karl C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY, CA94065 SVP and General Manager Signatures /s/ Ray Amanquah, Attorney-in-Fact 02/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2015. ( 2 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $38.8661 to $39.32 per share. 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 purchased at each separate price within the range. ( 3 )Reflects shares vested in connection with the second annual installment of the restricted stock unit award granted effective on February 15, 2014 (the "RSU") under the Issuer's 2006 Equity Incentive Plan (the "Plan"). The first annual installment became vested on February 18, 2015. ( 4 )Represents shares sold to cover taxes due upon vesting and settlement of the RSU. ( 5 )Reflects shares vested pursuant to the performance-based restricted stock unit award granted effective on February 15, 2014 (the "PBRSU") under the Plan. ( 6 )Represents shares sold to cover taxes due upon vesting and settlement of the PBRSU. ( 7 )Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Plan. This award vests in 4 equal annual installments beginning February 15, 2014. The first annual installment vested on February 18, 2015. ( 8 )Represents the remainder that will vest in the third and fourth equal annual installments. ( 9 )(9) Each of these PBRSUs represents a contingent right to receive one (1) share of Issuer common stock under the Plan. This award vests in 4 equal annual installments beginning February 15, 2014. The first annual installment became vested on February 18, 2015 upon achievement of the applicable performance objectives. The remainder vests in 3 equal annual installments thereafter, subject to the Reporting Person's continuous service through each such vesting date. The shares reported herein represent shares that vested in connection with the second annual installment.

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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