0001140361-15-041318.txt : 20151116 0001140361-15-041318.hdr.sgml : 20151116 20151116090819 ACCESSION NUMBER: 0001140361-15-041318 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151106 FILED AS OF DATE: 20151116 DATE AS OF CHANGE: 20151116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHUTTERFLY INC CENTRAL INDEX KEY: 0001125920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 943330068 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-610-5200 MAIL ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POPE MICHAEL W CENTRAL INDEX KEY: 0001229672 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33031 FILM NUMBER: 151231923 MAIL ADDRESS: STREET 1: 601 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 3 1 doc1.xml FORM 3 X0206 3 2015-11-06 0 0001125920 SHUTTERFLY INC SFLY 0001229672 POPE MICHAEL W C/O SHUTTERFLY, INC. 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 Chief Financial Officer & SVP Inducement Restricted Stock Units Common Stock 70000 D Inducement Performance-Based Restricted Stock Units Common Stock 70000 D These Inducement Restricted Stock Units represent a contingent right, under the Issuer's 2015 Equity Inducement Incentive Plan (the "Plan"), to receive Issuer common stock on a one-for-one basis. This one-time award vests in 4 equal annual installments beginning October 27, 2015, subject to acceleration in the event of a change of control of the Issuer, as detailed in Mr. Pope's Offer Letter of Employment dated October 23, 2015 (the "Offer Letter"). These Performance Inducement Restricted Stock Units represent a contingent right, under the Plan, to receive Issuer common stock on a one-for-one basis. This one-time award vests in 4 equal annual installments beginning October 27, 2015, subject to achievement of the applicable performance objectives. The vesting of this award will accelerate in the event of a change of control of the Issuer, as detailed in the Offer Letter. /s/ Ray Amanquah, as attorney-in-fact 2015-11-16 EX-24 2 poa_pope.htm Unassociated Document

LIMITED POWER OF ATTORNEY

The undersigned, Michael Pope, authorizes and designates Ray Amanquah 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 Ray Amanquah 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 Ray Amanquah is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


Dated:  November 3, 2015
Signature:
/s/ Michael Pope
  
 
Name:
Michael Pope