SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

YOUNG ANDREW FORREST

(Last)

(First)

(Middle)

C/O SHUTTERFLY

2800 BRIDGE PARKWAY SUITE 101

(Street)

REDWOOD CITY

94065

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF MARKETING OFFICER

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	156,283⁽¹⁾	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	⁽²⁾⁽³⁾	10/03/2011	COMMON STOCK	120,000	$0.5	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	⁽²⁾⁽⁴⁾	06/21/2014	COMMON STOCK	50,000	$0.3	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	⁽²⁾⁽⁵⁾	08/17/2015	COMMON STOCK	11,600	$6	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	⁽²⁾⁽⁶⁾	05/08/2016	COMMON STOCK	40,000	$10.39	D

Explanation of Responses:

1. 417 SHARES OF COMMON STOCK ARE SUBJECT TO THE ISSUER'S LAPSING RIGHT OF REPURCHASE AT THE ORIGINAL PURCHASE PRICE PER SHARE. THE ISSUER'S RIGHT OF REPURCHASE LAPSES RATABLY OVER 48 MONTHS AND EXPIRES ON NOVEMBER 15, 2006.

2. IMMEDIATELY EXERCISABLE.

3. OPTION GRANT IS FULLY VESTED.

4. COMMENCING JUNE 22, 2004, OTPION VESTS MONTHLY AS TO 1/48TH OF THE SHARES SUBJECT TO THE GRANT.

5. OPTION VESTS AS TO 25% OF THE SHARES SUBJECT TO THE GRANT ON AUGUST 18, 2006, AND AS TO AN ADDITIONAL 1/48TH OF THE TOTAL NUMBER OF SHARES SUBJECT TO THE GRANT AT THE END OF EACH FULL MONTH THEREAFTER.

6. OPTION VESTS AS TO 25% OF THE SHARES SUBJECT TO THE GRANT ON MAY 9, 2007, AND AS TO AN ADDITIONAL 1/48TH OF THE TOTAL NUMBER OF SHARES SUBJECT TO THE GRANT AT THE END OF EACH FULLMONTH THEREAFTER.

Remarks:

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

	/S/ DOUGLAS APPLETON, ATTORNEY-IN-FACT FOR ANDREW FORREST YOUNG	09/28/2006
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.