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 *
  CIBELLI MARIO
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2015
3. Issuer Name and Ticker or Trading Symbol
SHUTTERFLY INC [SFLY]
(Last)
(First)
(Middle)
60 EAST 42ND STREET, SUITE 2306
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10165
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 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)
Common Stock 2,500
D (1)
 
Common Stock 4,308
D (2)
 
Common Stock 1,670,000
I
See Footnote (3)
Common Stock 500
I
By Wife (4)
Common Stock 500
I
By Son (5)
Common Stock 500
I
By Son (5)
Common Stock 400
I
By Son (5)
Common Stock 400
I
By Daughter (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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CIBELLI MARIO
60 EAST 42ND STREET
SUITE 2306
NEW YORK, NY 10165
  X      
Marathon Partners Equity Management, LLC
60 EAST 42ND STREET
SUITE 2306
NEW YORK, NY 10165
  X      

Signatures

/s/ Mario Cibelli 06/22/2015
**Signature of Reporting Person Date

Marathon Partners Equity Management, LLC, By: /s/ Mario Cibelli, Managing Member 06/22/2015
**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 securities are owned by Mario Cibelli, who is a Reporting Person.
(2) Represents shares of common stock underlying a restricted stock unit award granted to Mario Cibelli that will vest in three equal annual installments beginning on June 12, 2016.
(3) These securities are held in the accounts of private funds. Marathon Partners Equity Management, LLC ("Marathon") may be deemed to be a beneficial owner of such securities by virtue of its role as the investment manager or general partner of such private funds, and Mario Cibelli may be deemed to be a beneficial owner of such securities as the Managing Member of Marathon. Marathon and Mario Cibelli are each a Reporting Person. Each of Marathon and Mario Cibelli disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(4) These securities are owned by the wife of Mario Cibelli.
(5) These securities are owned by a minor child of Mario Cibelli.

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