Pope Michael W Form 4 SHUTTERFLY / MICHAEL W POPE ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POPE MICHAEL W

(Last) (First) (Middle)

C/O SHUTTERFLY, INC.

(Street)

2800 BRIDGE PARKWAY CA 94065

(City) (State) (Zip)

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)
Chief Financial Officer & SVP

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/27/2016		M(1)		17,500	A	$0	17,500	D
Common Stock	10/27/2016		M(2)		17,500	A	$0	35,000	D
Common Stock	10/28/2016		S		6,614(3)	D	$46.9	28,386	D
Common Stock	10/28/2016		S		11(3)	D	$46.7807	28,375	D
Common Stock	10/28/2016		S		9,024(3)	D	$46.9	19,351	D
Common Stock	10/28/2016		S		14(3)	D	$46.81	19,337	D
Common Stock	10/31/2016		S(4)		10,189	D	$48.5724(5)	9,148	D
Common Stock	10/31/2016		S(4)		9,148	D	$48.8919(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$0	10/27/2016		M(1)			17,500	(7)	(7)	Common Stock	17,500	$0	52,500	D
Restricted Stock Units	$0	10/27/2016		M(2)			17,500	(8)	(8)	Common Stock	17,500	$0	52,500	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") granted to the Reporting Person on October 27, 2015, as previously reported in a Form 3 filed by the Reporting Person on November 16, 2015.

2. Vesting of performance-based RSUs granted to the Reporting Person on October 27, 2015, as previously reported on a Form 3 filed by the Reporting Person on November 16, 2015.

3. Represents shares sold by the Reporting Person to cover taxes due upon the vesting and settlement of the RSU's. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this row for any reason other than to cover required taxes.

4. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 5, 2016.

5. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $47.80 to $48.7928 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.

6. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $48.8096 to $49.00 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. The RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date, with the first installment to vest on October 27, 2016. Each RSU represent a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.

8. These RSUs were previously reported as performance-based RSUs in a Form 3 filed by the Reporting Person on November 16, 2015. The RSUs vest in 4 equal annual installments, subject to achievement of the applicable performance objectives, with the first installment to vest on October 27, 2016. Each RSU represent a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.

	/s/ Ray Amanquah, as attorney-in-fact	10/31/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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