Sec Form 4 Filing - POPE MICHAEL W @ SHUTTERFLY INC - 2017-10-27

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 POPE MICHAEL W 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 Officer (Last) (First) (Middle) C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2017 (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 10/27/2017 M( 1 ) 17,500 A $ 0 17,500 D Common Stock 10/27/2017 M( 2 ) 17,500 A $ 0 35,000 D Common Stock 10/30/2017 S 15,147 ( 3 ) D $ 41.5001 ( 4 ) 19,853 D Common Stock 10/31/2017 S( 5 ) 19,853 D $ 42.5254 ( 6 ) 0 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 ) 10/27/2017 M( 1 ) 17,500 ( 8 ) ( 8 ) Common Stock 17,500 $ 0 35,000 D Common Stock ( 7 ) 10/27/2017 M( 2 ) 17,500 ( 9 ) ( 9 ) Common Stock 17,500 $ 0 35,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POPE MICHAEL W C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY, CA94065 SVP & Chief Financial Officer Signatures /s/ Jason Sebring, Attorney-in-Fact 10/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 27, 2015. ( 2 )Vesting of performance-based RSUs granted to the Reporting Person on October 27, 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 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $41.50 to $41.5231 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. ( 5 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 6 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $41.96 to $42.89 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. ( 7 )Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration. ( 8 )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 October 27, 2016 and the second installment vested on October 27, 2017. 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. ( 9 )These RSUs vest in 4 equal annual installments, subject to achievement of the applicable performance objectives. The first installment vested on October 27, 2016 and the second installment vested on October 27, 2017. 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.

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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