Sec Form 4 Filing - Oringer Jonathan @ Shutterstock, Inc. - 2021-02-12

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
Oringer Jonathan
2. Issuer Name and Ticker or Trading Symbol
Shutterstock, Inc. [ SSTK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O SHUTTERSTOCK, INC., 350 FIFTH AVENUE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2021
(Street)
NEW YORK, NY10118
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 02/12/2021 M 85,725 ( 1 ) A $ 85.35 13,518,549 D
Common Stock 02/12/2021 F 40,305 ( 2 ) D $ 85.35 13,418,244 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
Performance-based Restricted Stock Units ( 3 ) 02/12/2021 M 85,725 ( 4 ) ( 4 ) Common Stock 85,725 $ 0 33,480 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oringer Jonathan
C/O SHUTTERSTOCK, INC.
350 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY10118
X X Executive Chairman
Signatures
/s/ John Lapham, Attorney-in-Fact 02/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of the Issuer's common stock acquired upon the vesting of a performance-based restricted stock unit ("PSU") award, granted on April 1, 2019. The award provides for vesting in 2020, 2021 and 2022 at 33%, 33% and 34%, respectively, contingent upon the achievement of certain adjusted EBITDA performance thresholds for each annual performance period. The award allows tranches that did not meet targeted performance thresholds to vest in a subsequent year if performance thresholds are met in such subsequent year. This amount represents the vesting of the 2020 and 2021 tranches.
( 2 )Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of PSUs.
( 3 )Each PSU represents a contingent right to receive one share of the Issuer's common stock.
( 4 )The Compensation Committee of the Issuer's Board of Directors certified 2020 performance targets met as of February 11, 2021.

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