Sec Form 4 Filing - Silvio Peter @ Shutterstock, Inc. - 2021-03-01

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 Silvio Peter 2. Issuer Name and Ticker or Trading Symbol Shutterstock, Inc. [ SSTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) 350 FIFTH AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (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 03/01/2021 M 6,870 ( 1 ) A $ 89.22 33,006 D Common Stock 03/01/2021 F 2,626 ( 2 ) D $ 89.22 30,380 D Common Stock 03/01/2021 F 639 ( 3 ) D $ 89.22 29,741 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 ( 4 ) 03/01/2021 A 6,870 03/01/2021( 5 ) ( 5 ) Common Stock 6,870 $ 0 6,870 D Performance-based Restricted Stock Units ( 4 ) 03/01/2021 M 6,870 03/01/2021( 5 ) ( 5 ) Common Stock 6,870 $ 0 0 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silvio Peter 350 FIFTH AVENUE 21ST FLOOR NEW YORK, NY10118 Chief Technology Officer Signatures /s/ John Lapham, Attorney-in-Fact 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of the Issuer's common stock acquired upon the vesting of the 2021 tranche of the 2020 Award (defined below). The Compensation Committee of the Issuer (the "Compensation Committee") confirmed the achievement of performance and a corresponding payout at 150% of the targeted amount of shares. ( 2 )Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of PSUs. ( 3 )On March 1, 2021, the Reporting Person acquired 1,559 shares of Issuer's common stock upon the vesting of restricted stock units (RSUs). In connection with this vest, 639 shares were withheld by the Issuer to cover taxes due upon vesting of the RSUs and the remaining net 920 shares of common stock continue to be held by the Reporting Person. ( 4 )Each PSU represents a contingent right to receive one share of the Issuer's common stock. ( 5 )Performance-based restricted stock unit ("PSU") award, granted on April 1, 2020 (the "2020 Award") that provides for an aggregate target award of 13,881 shares of Issuer's Common Stock, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance, the 2020 Award vests on March 1, 2021, March 1, 2022 and March 1, 2023 at 33%, 33% and 34% of the aggregate target, respectively, subject to adjustment pursuant to the award agreement.

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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