Jeffrey T Housenbold Form 4 SHUTTERFLY / JEFFREY T HOUSENBOLD 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^*

HOUSENBOLD JEFFREY T

(Last) (First) (Middle)

C/O SHUTTERFLY INC

2800 BRIDGE PARKWAY SUITE 101

(Street)

REDWOOD CITY 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2016

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	01/22/2016		S(1)		30,268	D	$41.3076(2)	238,689	D
Common Stock	02/19/2016		S		9,995(3)	D	$39.9055	228,694	D
Common Stock	02/18/2016		M(4)		65,402	A	$0	294,096	D
Common Stock	02/19/2016		S		34,586(5)	D	$39.9055	259,510	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
Performance-Based Restricted Stock Units	(6)	02/18/2016		M(4)			65,402	(6)	(6)	Common Stock	65,402	$0	65,402	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2014.

2. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $40.77 to $41.71 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.

3. Represents shares sold to cover taxes due upon vesting and settlement of the restricted stock unit award granted effective on February 15, 2014 under the Issuer's 2006 Equity Incentive Plan (the "Plan").

4. Reflects shares vested pursuant to the performance-based restricted stock unit award granted effective on February 15, 2014 (the "PBRSU") under the Plan.

5. Represents shares sold to cover taxes due upon vesting and settlement of the PBRSU.

6. Each of these PBRSUs represents a contingent right to receive one (1) share of Issuer common stock under the Plan. This award vests over 3 years, as such: 50% on the second anniversary of the grant based on achievement of performance goals and 50% on the third anniversary of the grant, subject to the Reporting Person's continuous service through each such vesting date. The shares reported herein represent shares that vested on the second anniversary of the grant based on the tiered targets set at the time of grant.

Remarks:

	/s/ Ray Amanquah, Attorney-in-Fact	02/23/2016
	** Signature of Reporting Person	Date
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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