Jarrod Yahes Form 4 Shutterstock / Jarrod Yahes 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^*

Yahes Jarrod

(Last) (First) (Middle)

C/O SHUTTERSTOCK, INC.

350 FIFTH AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10118

(City) (State) (Zip)

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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2024

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	04/04/2024		M		4,239	A	$0	25,292	D
Common Stock	04/04/2024		F		1,709	D	$45.21	23,583	D
Common Stock	04/04/2024		M		6,171	A	$0	29,754	D
Common Stock	04/04/2024		F		2,487	D	$45.21	27,267	D
Common Stock	04/04/2024		M		15,732	A	$0	42,999	D
Common Stock	04/04/2024		F		8,509	D	$45.21	34,490	D
Common Stock	04/04/2024		M		1,884	A	$0	36,374	D
Common Stock	04/04/2024		F		1,042	D	$45.21	35,332	D
Common Stock	04/04/2024		M		2,743	A	$0	38,075	D
Common Stock	04/04/2024		F		1,517	D	$45.21	36,558	D
Common Stock	04/04/2024		M		4,467	A	$0	41,025	D
Common Stock	04/04/2024		F		2,471	D	$45.21	38,554	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 Unit	(1)	04/04/2024		M			4,239	04/01/2024	(2)	Common Stock	4,239	$0	0	D
Performance-based Restricted Stock Unit	(1)	04/04/2024		M			6,171	04/01/2024	(3)	Common Stock	6,171	$0	8,230	D
Performance-based Restricted Stock Unit	(1)	04/04/2024		M			15,732	04/01/2024	(4)	Common Stock	15,732	$0	26,805	D
Restricted Stock Unit	(5)	04/04/2024		M			1,884	04/01/2024	(6)	Common Stock	1,884	$0	0	D
Restricted Stock Unit	(5)	04/04/2024		M			2,743	04/01/2024	(7)	Common Stock	2,743	$0	2,743	D
Restricted Stock Unit	(5)	04/04/2024		M			4,467	04/01/2024	(8)	Common Stock	4,467	$0	8,935	D

Explanation of Responses:

1. Each Performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

2. PSU award granted on April 1, 2021 that vested in three equal annual installments beginning April 1, 2022, 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 and subject to adjustment pursuant to the award agreement.

3. PSU award granted on April 1, 2022 that vests in three equal annual installments beginning April 1, 2023, 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 and subject to adjustment pursuant to the award agreement.

4. PSU award granted on April 3, 2023 that vests in three equal annual installments beginning April 1, 2024, 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 and subject to adjustment pursuant to the award agreement.

5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

6. RSU award granted on April 1, 2021 that vested in three equal annual installments beginning April 1, 2022, subject to the Reporting Person's continued employment on such vesting date.

7. RSU award granted on April 1, 2022 that vests in three equal annual installments beginning April 1, 2023, subject to the Reporting Person's continued employment on such vesting date.

8. RSU award granted on April 3, 2023 that vests in three equal annual installments beginning April 1, 2024, subject to the Reporting Person's continued employment on such vesting date.

	/s/ John Lapham, Attorney-in-Fact	04/05/2024
	** 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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