Edgar Filing: SHUTTERFLY INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

SCHOENDORF NANCY J

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 3, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2006

(Street)

MENLO PARK, CA 94025

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/04/2006		C		1,500,000 ⁽¹⁾	A	⁽³⁾	1,500,000 ⁽¹⁾	D ⁽¹⁾
Common Stock	10/04/2006		C		382,651 ⁽¹⁾	A	⁽³⁾	1,882,651 ⁽¹⁾	D ⁽¹⁾
Common Stock	10/04/2006		C		689,691 ⁽¹⁾	A	⁽³⁾	2,572,342 ⁽¹⁾	D ⁽¹⁾
Common Stock	10/04/2006		C		188,679 ⁽²⁾	A	⁽³⁾	188,679 ⁽²⁾	D ⁽²⁾
Common Stock	10/04/2006		C		648,488 ⁽²⁾	A	⁽³⁾	837,167 ⁽²⁾	D ⁽²⁾
Common Stock	10/04/2006		C		679,001 ⁽²⁾	A	⁽³⁾	1,516,168 ⁽²⁾	D ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽³⁾

10/04/2006

1,500,000

⁽³⁾

⁽⁴⁾

Common Stock

1,500,000

$ 0

D ⁽¹⁾

Series B Convertible Preferred Stock

⁽³⁾

10/04/2006

382,651

⁽³⁾

⁽⁴⁾

Common Stock

382,651

$ 0

D ⁽¹⁾

Series D Convertible Preferred Stock

⁽³⁾

10/04/2006

689,691

⁽³⁾

⁽⁴⁾

Common Stock

689,691

$ 0

D ⁽¹⁾

Series C Convertible Preferred Stock

⁽³⁾

10/04/2006

188,679

⁽³⁾

⁽⁴⁾

Common Stock

188,679

$ 0

D ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

10/04/2006

648,488

⁽³⁾

⁽⁴⁾

Common Stock

648,488

$ 0

D ⁽²⁾

Series E Convertible Preferred Stock

⁽³⁾

10/04/2006

679,001

⁽³⁾

⁽⁴⁾

Common Stock

679,001

$ 0

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHOENDORF NANCY J 3000 SAND HILL ROAD, BUILDING 3 SUITE 290 MENLO PARK, CA 94025	X	X
MOHR DAVIDOW VENTURES V LP 3000 SAND HILL ROAD, BUILDING 3 SUITE 290 MENLO PARK, CA 94025		X
Mohr, Davidow Ventures V-L, L.P. 3000 SAND HILL ROAD, BUILDING 3 SUITE 290 MENLO PARK, CA 94025		X
FIFTH MDV PARTNERS LLC 3000 SAND HILL ROAD, BUILDING 3 SUITE 290 MENLO PARK, CA 94025		X
FEIBER JONATHAN D 3000 SAND HILL ROAD, BUILDING 3 SUITE 290 MENLO PARK, CA 94025		X
Fifth-L MDV Partners, L.L.C. 3000 SAND HILL ROAD, BUILDING 3 SUITE 290 MENLO PARK, CA 94025		X

Signatures

Nancy Schoendorf		10/04/2006
^**Signature of Reporting Person		Date
Jonathan Feiber		10/04/2006
^**Signature of Reporting Person		Date
Mohr, Davidow Ventures V, L.P., by Fifth MDV Partners, L.L.C., its general partner, by Nancy Schoendorf, a managing member		10/04/2006
^**Signature of Reporting Person		Date
Mohr, Davidow Ventures V-L, L.P., by Fifth-L MDV Partners, L.L.C., its general partner, by Nancy Schoendorf, a managing member		10/04/2006
^**Signature of Reporting Person		Date
Fifth MDV Partners, L.L.C., by Nancy Schoendorf, a managing member		10/04/2006
^**Signature of Reporting Person		Date
Fifth-L MDV Partners, L.L.C., by Nancy Schoendorf, a managing member		10/04/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares are directly held by Mohr, Davidow Ventures V, L.P. ("MDV V"). Nancy Schoendorf, a director of the Issuer, and Jonathan Feiber are managing members of Fifth MDV Partners, L.L.C. (the general partner of MDV V), and each may be deemed an indirect beneficial owner of those shares directly held by MDV V, but each disclaims beneficial ownership in such shares except to the extent of his/her pecuniary interest therein.
(2)	Shares are directly held by Mohr, Davidow Ventures V-L, L.P. ("MDV V-L"). Nancy Schoendorf, a director of the Issuer, and Jonathan Feiber are managing members of Fifth MDV Partners, L.L.C. (the general partner of MDV V-L), and each may be deemed an indirect beneficial owner of those shares directly held by MDV V-L, but each disclaims beneficial ownership in such shares except to the extent of his/her pecuniary interest therein.
(3)	Each share converts automatically into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.
(4)	No expiration date.

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