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*
WHITE JAMES N

(Last) (First) (Middle)
755 PAGE MILL ROAD, SUITE A-200

(Street)
PALO ALTO CA 943041005

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2006
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)
Code V Amount (A) or (D) Price
Common Stock 10/04/2006 C 1,684 A (1) 1,684 I By 401(k)(2)
Common Stock 10/04/2006 C 1,010,276 A (1) 1,144,546 I By Ltd Partnership (SHV)(3)
Common Stock 10/04/2006(4) P 59,659(4) A $10.25 1,204,205 I By Ltd Partnership (SHV)(3)
Common Stock 10/04/2006(4) P 99(4) A $10.25 323 I By Trust(5)
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
Series F Convertible Preferred Stock (1) 10/04/2006 C 1,684 (1) (1) Common Stock 1,684 (1) 0 I By 401(k)(2)
Series F Convertible Preferred Stock (1) 10/04/2006 C 1,010,276 (1) (1) Common Stock 1,010,276 (1) 0 I By Ltd Partnership (SHV)(3)
Explanation of Responses:
1. The issuer's preferred stock converts automatically into common stock without consideration on a one-for-one basis immediately upon the completion of the issuer's initial public offering.
2. Shares held by SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
3. Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.
4. Shares set forth here were previously reported on Form 3 and were acquired within 6 months prior to the initial public offering which triggered the required reporting on this Form 4. Actual purchase date of the common stock was May 3, 2006.
5. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the trust.
Remarks:
By: Robert Yin, by power of attorney 10/04/2006
** 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 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).
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.
POWER OF ATTORNEY


        Know all by these presents, that the undersigned hereby authorizes
David E. Sweet, Robert Yin, Patricia Tom, David L. Anderson, G. Leonard
Baker, Jr., Tench Coxe, James C. Gaither, Gregory P. Sands, or William H.
Younger, Jr. to execute for and on behalf of the undersigned Forms 3, 4,
and 5, and any Amendments thereto for Shutterfly, Inc. ("the
Company"), and cause such form(s) to be filed with the United States
Securities and Exchange Commission pursuant to Section 16(a) of the
Securities Act of 1934, relating to the undersigned's beneficial ownership
of securities in the Company.  The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges
 that the foregoing attorneys-in-fact, in serving
in such a capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
	This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of, and transactions in, securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
	In witness whereof, the undersigned has caused this Power of Attorney
to be executed as of this 25th day of September, 2006.




                                        /s/ James N. White