Sec Form 4/A Filing - MENON SATISH @ SHUTTERFLY INC - 2015-11-17

FORM 4/A 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 MENON SATISH 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 Technology Officer (Last) (First) (Middle) C/O SHUTTERFLY, INC. 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2015 (Street) 2800 BRIDGE PARKWAY, CA94065 4. If Amendment, Date Original Filed (MM/DD/YY) 11/19/2015 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 11/17/2015 A 50,000 ( 1 ) A $ 0 100,000 D Common Stock 11/17/2015 S( 2 ) 5,546 D $ 44.4314 94,454 ( 3 ) D Common Stock 11/17/2015 S( 2 ) 4,746 D $ 44.4314 89,708 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MENON SATISH C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY, CA94065 SVP, Chief Technology Officer Signatures /s/ Ray Amanquah, Attorney-in-Fact 11/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As the result of an administrative error, the acquisition of these restricted stock units ("RSUs") was omitted from the Form 4 previously filed with the Securities and Exchange Commission on November 19, 2015. ( 2 )As the result of an administrative error, the Form 4 previously filed with the Securities and Exchange Commission on November 19, 2015 erroneously reported these dispositions as a withholding of shares by the Issuer to cover taxes due upon the acquisition of the RSU's in accordance with Rule 16b-3. The shares were sold by the Issuer to cover the Reporting Person's tax liability, and this Form 4 corrects the transaction code accordingly. 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. ( 3 )As a result of the administrative error noted in footnote (1) above, the Form 4 previously filed with the Securities and Exchange Commission on November 19, 2015 incorrectly reported the amounts of securities beneficially owned by the Reporting Person following each reported transaction. Those amounts are corrected on this Form 4.

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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