Exhibit 3.1

AMENDMENT

TO

RESTATED BYLAWS

OF

SHUTTERFLY, INC.

(the “Corporation”)

Dated: June 9, 2019

The Restated Bylaws of the Corporation (the “Bylaws”) are hereby amended as follows:

1. A new Article XI entitled “Forum Selection” shall be added to the Bylaws and the following paragraph shall be added to the Bylaws as a new section 11.1:

“Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware, or, if such court does not have jurisdiction, any other state or federal court in the State of Delaware) shall be the sole and exclusive forum for any internal corporate proceedings brought by a stockholder (including any beneficial owner), including without limitation: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any stockholder, director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Corporation (or any director, officer, stockholder, employee or agent of the Corporation) arising pursuant to or under any provision of the Delaware General Corporation Law or the Certificate of Incorporation or these Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these Bylaws, or (v) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.”

2. Except as expressly modified hereby, the Bylaws and all of the provisions contained therein shall remain in full force and effect.

By:	/s/ Jason Sebring
	Jason Sebring
	Secretary