Edgar Filing: SHUTTERFLY INC

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 ^*

Â Lokuge Ishantha

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2016

3. Issuer Name and Ticker or Trading Symbol
SHUTTERFLY INC [SFLY]

(Last)

(First)

(Middle)

C/O SHUTTERFLY, INC.,Â 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)
SVP and Chief Product Officer

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

(Street)

REDWOOD CITY,Â CAÂ 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	8,500	$ ⁽¹⁾	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,500	$ ⁽²⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock	3,150	$ ⁽³⁾	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	22,500	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	6,000	$ ⁽⁵⁾	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	7,500	$ ⁽⁶⁾	D	Â
Performance-Based Restricted Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,500	$ ⁽⁷⁾	D	Â
Performance-Based Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	1,350	$ ⁽⁸⁾	D	Â
Performance-Based Restricted Stock Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	6,000	$ ⁽⁹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lokuge Ishantha C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY,Â CAÂ 94065	Â	Â	Â SVP and Chief Product Officer	Â

Signatures

/s/ Ray Amanquah, as attorney-in-fact		02/08/2016
^**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 Restricted Stock Units (the "RSUs") represent a contingent right, under the Issuer's 2006 Equity Incentive Plan (the "2006 Plan"), to receive Issuer common stock on a one-for-one basis. This award vests in 4 equal annual installments beginning August 15, 2012. The first, second and third installments became vested on August 15, 2013, August 15, 2014 and August 15, 2015, respectively. This award expires on the earlier of: (i) the date when all of these RSUs are settled (the "Settlement Date") or (ii) the date when the Reporting Person ceases to provide services to the Issuer (the "Termination Date").
(2)	These RSUs represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 3 equal annual installments beginning February 15, 2013. The first and second installments became vested on February 15, 2014 and February 15, 2015, respectively. This award expires on the earlier of the Settlement Date or the Termination Date.
(3)	These RSUs represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 4 equal annual installments beginning February 18, 2014. The first installment became vested on February 18, 2015. This award expires on the earlier of the Settlement Date or the Termination Date.
(4)	These RSUs represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 4 equal annual installments beginning October 15, 2014. The first installment became vested on October 15, 2015. This award expires on the earlier of the Settlement Date or the Termination Date.
(5)	These RSUs represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 4 equal annual installments beginning February 17, 2015. This award expires on the earlier of the Settlement Date or the Termination Date.
(6)	These RSUs represent a contingent right, under the Issuer's 2015 Equity Incentive Plan, to receive Issuer common stock on a one-for-one basis. This award will vest 100% on December 30, 2016, subject to acceleration as approved on December 21, 2015 by the Compensation Committee of the Issuer's Board of Directors as well as pursuant to the terms of the offer letter and any other agreements in effect between the Issuer and the Reporting Person, subject to the Reporting Person's continuous service to the Issuer through such vesting date. Vested shares shall be delivered to the Reporting Person within 30 days of the vesting date as set forth in the RSU Award Agreement. This award expires on the earlier of the Settlement Date or the Termination Date.
(7)	These Performance Restricted Stock Units (the "PBRSUs") represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 3 equal annual installments beginning February 15, 2013, subject to achievement of the applicable performance objectives. The first and second installments became vested on February 15, 2014 and February 15, 2015, respectively, upon achievement of the applicable performance objectives.
(8)	These PBRSUs represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 4 equal annual installments beginning February 18, 2014, subject to achievement of the applicable performance objectives. The first installment became vested on February 18, 2015, upon achievement of the applicable performance objectives.
(9)	These PBRSUs represent a contingent right, under the 2006 Plan, to receive Issuer common stock on a one-for-one basis. This award vests in 4 equal annual installments beginning February 17, 2015, subject to achievement of the applicable performance objectives.

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