SEC FORM 4

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

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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^*

Galen Douglas J

(Last)

(First)

(Middle)

C/O SHUTTERFLY INC

2800 BRIDGE PARKWAY

(Street)

REDWOOD CITY

94065

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP, BUS & CORP DEVELOPM

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2010

4. 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 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	02/17/2010		M⁽¹⁾		19,134	A	$0.00	28,051	D
Common Stock	02/17/2010		F⁽⁶⁾		7,119	D	$19.43⁽⁶⁾	20,932	D
Common Stock	02/17/2010		M⁽²⁾		1,640	A	$0.00	22,572	D
Common Stock	02/17/2010		F⁽⁶⁾		611	D	$19.43⁽⁶⁾	21,961	D
Common Stock	02/17/2010		M⁽³⁾		1,640	A	$0.00	23,601	D
Common Stock	02/17/2010		F⁽⁶⁾		611	D	$19.43⁽⁶⁾	22,990	D
Common Stock	02/17/2010		M⁽⁴⁾		1,640	A	$0.00	24,630	D
Common Stock	02/17/2010		F⁽⁶⁾		611	D	$19.43⁽⁶⁾	24,019	D
Common Stock	02/17/2010		M⁽⁵⁾		3,280	A	$0.00	27,299	D
Common Stock	02/17/2010		F⁽⁶⁾		1,325	D	$19.43⁽⁶⁾	25,974	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	02/17/2010		M			19,134	⁽⁸⁾	⁽⁸⁾	Common Stock	19,134	$0.00	38,266	D
Restricted Stock Units	⁽⁷⁾	02/17/2010		M			1,640	⁽⁸⁾	⁽⁸⁾	Common Stock	1,640	$0	3,280	D
Restricted Stock Units	⁽⁷⁾	02/17/2010		M			1,640	⁽⁸⁾	⁽⁸⁾	Common Stock	1,640	$0	3,280	D
Restricted Stock Units	⁽⁷⁾	02/17/2010		M			1,640	⁽⁸⁾	⁽⁸⁾	Common Stock	1,640	$0	3,280	D
Rstricted Stock Units	⁽⁷⁾	02/17/2010		M			3,280	⁽⁸⁾	⁽⁸⁾	Common Stock	3,280	$0	6,560	D

Explanation of Responses:

1. Vesting of restricted stock units granted to the Reporting Person on February 17,2009.

2. Vesting of restricted stock units granted to the Reporting Person on April 28, 2009.

3. Vesting of restricted stock units granted to the Reporting Person on July 28, 2009.

4. Vesting of restricted stock units granted to the Reporting Person on October 28, 2009.

5. Vesting of restricted stock units granted to the Reporting Person on February 4, 2010.

6. Exempt transaction pursuant to Section 16b-3(e) payment of tax liability by withholding securities incident to the vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the reporting person in exchange for the Issuers agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The reporting person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.

7. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

8. The restricted stock units vest in three equal annual installments beginning February 17, 2010.

Remarks:

This Statement confirms that the undersigned, Douglas J. Galen, has authorized and designated John A. Kaelle and Douglas Appleton to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of John A. Kaelle and Douglas Appleton under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that John A. Kaelle and Douglas Appleton are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/Douglas J. Galen Date: May 13, 2009

	/s/ Doug Appleton, Attorney-in-Fact	02/19/2010
	** 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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