Sec Form 4 Filing - THOMAS JEANNINE M SMITH @ SHUTTERFLY INC - 2007-01-19

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 THOMAS JEANNINE M SMITH 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) Sr. VP of Operations (Last) (First) (Middle) C/O SHUTTERFLY INC, 2800 BRIDGE PARKWAY SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2007 (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 01/19/2007 M 53,000 A $ 0.5 240,853 D Common Stock 01/19/2007 M 50,000 A $ 0.3 290,853 D Common Stock 01/19/2007 M 5,000 A $ 0.5 295,853 D Common Stock 72,000 ( 1 ) I By Childrens Trust ( 1 )

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 Employee Stock Option Right to Buy $ 0.5 01/19/2007 M 53,000 ( 2 ) 10/03/2011 Common Stock 53,000 $ 0 0 D Employee Stock Option right to buy $ 0.3 01/19/2007 M 50,000 ( 3 ) 06/22/2014 Common Stock 50,000 $ 0 30,000 D Employee Stock Option right to buy $ 0.5 01/19/2007 M 5,000 ( 2 ) 05/08/2011 Common Stock 5,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOMAS JEANNINE M SMITH C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY, CA94065 Sr. VP of Operations Signatures /S/ Jeannine M. Thomas Smith 01/22/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )SHARES BENEFICIALLY HELD BY TRUST FOR THE BENEFIT OF MS. SMITH THOMAS'S MINOR CHILDREN. MS. SMITH THOMAS DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES EXCEPT TO THE EXTENT OF HER INDIVIDUAL PECUNIARY INTEREST IN THE TRUST, AND THE INCLUSION OF THESE SHARES IN THIS REPORT SHALL NOT BE DEEMEND AN ADMISSION OF BENEFICIAL OWNERSHIP OF SHARES FOR PURPOSE OF SECTION 16 OR ANY OTHER PURPOSE. ( 2 )OPTION GRANT IS FULLY VESTED AND IMMEDIATELY EXERCISABLE. ( 3 )COMMENCING JUNE 22, 2004 THE OPTION GRANT VESTS MONTHLY AS TO 1/48TH OF THE SHARES SUBJECT TO GRANT AND IS IMMEDIATELY EXERCISEABLE.

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).

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