Sec Form 4 Filing - BORIS JOHN @ SHUTTERFLY INC - 2016-02-16

Insider filing report for Changes in Beneficial Ownership
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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
BORIS JOHN
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 Marketing Officer
(Last) (First) (Middle)
C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2016
(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 02/17/2017 M( 1 ) 5,000 A $ 0 40,120 D
Common Stock 02/18/2017 M( 2 ) 3,000 A $ 0 43,120 D
Common Stock 02/21/2017 S 4,051 ( 3 ) D $ 47.6063 39,069 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 ( 4 ) 02/16/2016 A 15,000 ( 5 ) ( 6 ) ( 6 ) Common Stock 15,000 $ 0 15,000 D
Restricted Stock Units ( 4 ) 02/17/2017 M( 1 ) 5,000 ( 6 ) ( 6 ) Common Stock 5,000 $ 0 10,000 D
Restricted Stock Units ( 4 ) 02/18/2017 M( 2 ) 3,000 ( 7 ) ( 7 ) Common Stock 3,000 $ 0 3,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BORIS JOHN
C/O SHUTTERFLY, INC.
2800 BRIDGE PARKWAY
REDWOOD CITY, CA94065
SVP, Chief Marketing Officer
Signatures
/s/ Jason Sebring, Attorney-in-Fact 02/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock units ("RSUs") that were earned by the Reporting Person on February 16, 2016.
( 2 )Vesting of RSUs that were earned by the Reporting Person on February 18, 2015.
( 3 )Represents the aggregate number of shares of the Issuer's common stock sold by the Reporting Person to cover taxes due upon the release and settlement of the RSU's. 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.
( 4 )Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock under the Issuer's 2015 Equity Incentive Plan.
( 5 )These RSUs represent performance-based RSUs previously awarded to the Reporting Person that were earned upon the satisfaction of certain performance criteria on February 16, 2016.
( 6 )These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 17, 2016. Vested shares shall be settled within 30 days of the vesting date as set forth in the RSU Award Agreement. These RSUs will expire upon the earlier of the date: (i) when all are settled or (ii) when the Reporting Person ceases to provide services to the Issuer.
( 7 )These RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. The first installment vested on February 18, 2015. Vested shares shall be settled within 30 days of the vesting date as set forth in the RSU Award Agreement. These RSUs will expire upon the earlier of the date: (i) when all are settled or (ii) when the Reporting Person ceases to provide services to the Issuer.

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