Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  POPE MICHAEL W
 2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2015		 3. Issuer Name and Ticker or Trading Symbol
SHUTTERFLY INC [SFLY]
(Last)
(First)
(Middle)
C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY		 4. 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
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94065		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Inducement Restricted Stock Units   (1)   (1) Common Stock 70,000 $ (1) D  
Inducement Performance-Based Restricted Stock Units   (2)   (2) Common Stock 70,000 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POPE MICHAEL W
C/O SHUTTERFLY, INC.
2800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065		       Chief Financial Officer & SVP  

Signatures

/s/ Ray Amanquah, as attorney-in-fact 11/16/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) These Inducement Restricted Stock Units represent a contingent right, under the Issuer's 2015 Equity Inducement Incentive Plan (the "Plan"), to receive Issuer common stock on a one-for-one basis. This one-time award vests in 4 equal annual installments beginning October 27, 2015, subject to acceleration in the event of a change of control of the Issuer, as detailed in Mr. Pope's Offer Letter of Employment dated October 23, 2015 (the "Offer Letter").
(2) These Performance Inducement Restricted Stock Units represent a contingent right, under the Plan, to receive Issuer common stock on a one-for-one basis. This one-time award vests in 4 equal annual installments beginning October 27, 2015, subject to achievement of the applicable performance objectives. The vesting of this award will accelerate in the event of a change of control of the Issuer, as detailed in the Offer Letter.

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