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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CLARK JAMES H (Last) (First) (Middle) 1080 MARSH ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SHUTTERFLY INC [ SFLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/04/2009
	4. If Amendment, Date of 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

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	03/04/2009		S		21,599	D	$7.8939(1)	4,853,103	I	See Footnote(2)
Common Stock	03/04/2009		S		4,901	D	$7.2381(3)	4,848,202	I	See Footnote(4)
Common Stock	03/05/2009		S		35,976	D	$7.2771(5)	4,812,226	I	See Footnote(6)
Common Stock	03/06/2009		S		16,036	D	$7.6985(7)	4,796,190	I	See Footnote(8)

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

1. Name and Address of Reporting Person* CLARK JAMES H (Last) (First) (Middle) 1080 MARSH ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clark Ventures, Inc. (Last) (First) (Middle) 777 EAST WILLIAM STREET #201 (Street) CARSON CITY NV 89701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JHC Investments, LLC (Last) (First) (Middle) 777 EAST WILLIAM STREET #201 (Street) CARSON CITY NV 89701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Monaco Partners, L.P. (Last) (First) (Middle) 777 EAST WILLIAM STREET #201 (Street) CARSON CITY NV 89701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The 21,599 shares were sold through separate trades, with the sale prices ranging from $7.29 to $8.28, and at a weighted average sale price of $7.8939. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission (the "SEC"), the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.

2. Consists of (i) 4,396,120 shares held by Monaco Partners, L.P. ("Monaco Partners"), (ii) 4,901 shares held by Woodside Ventures Limited Partnership ("Woodside Ventures"), and (iii) 452,082 shares held by JHC Investments, LLC ("JHC LLC"). Clark Ventures, an entity controlled by James H. Clark, is the general partner of Monaco Partners. Monaco Partners is the general partner of Woodside Ventures and the sole member of JHC LLC.

3. The 4,901 shares were sold through separate trades, with the sale prices ranging from $7.175 to $7.28, and at a weighted average sale price of $7.2381. The reporting person undertakes to provide upon request by the staff of the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.

4. Consists of (i) 4,396,120 shares held by Monaco Partners and (ii) 452,082 shares held by JHC LLC.

5. The 35,976 shares were sold through separate trades, with the sale prices ranging from $7.61 to $8.05, and at a weighted average sale price of $7.2771. The reporting person undertakes to provide upon request by the staff of the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.

6. Consists of (i) 4,396,120 shares held by Monaco Partners and (ii) 416,106 shares held by JHC LLC.

7. The 16,036 shares were sold through separate trades, with the sale prices ranging from $7.61 to $7.79, and at a weighted average sale price of $7.6985. The reporting person undertakes to provide upon request by the staff of the SEC, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate purchase price.

8. Consists of (i) 4,396,120 shares held by Monaco Partners and (ii) 400,070 shares held by JHC LLC.

	/s/ Harvey Armstrong, Authorized Signer	03/06/2009
	** 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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