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*
SCHOENDORF NANCY J

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(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 X 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)
Form filed by One Reporting Person
X 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 1,500,000(1) A (3) 1,500,000(1) D(1)
Common Stock 10/04/2006 C 382,651(1) A (3) 1,882,651(1) D(1)
Common Stock 10/04/2006 C 689,691(1) A (3) 2,572,342(1) D(1)
Common Stock 10/04/2006 C 188,679(2) A (3) 188,679(2) D(2)
Common Stock 10/04/2006 C 648,488(2) A (3) 837,167(2) D(2)
Common Stock 10/04/2006 C 679,001(2) A (3) 1,516,168(2) D(2)
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 A Convertible Preferred Stock (3) 10/04/2006 C 1,500,000 (3) (4) Common Stock 1,500,000 $0 0 D(1)
Series B Convertible Preferred Stock (3) 10/04/2006 C 382,651 (3) (4) Common Stock 382,651 $0 0 D(1)
Series D Convertible Preferred Stock (3) 10/04/2006 C 689,691 (3) (4) Common Stock 689,691 $0 0 D(1)
Series C Convertible Preferred Stock (3) 10/04/2006 C 188,679 (3) (4) Common Stock 188,679 $0 0 D(2)
Series D Convertible Preferred Stock (3) 10/04/2006 C 648,488 (3) (4) Common Stock 648,488 $0 0 D(2)
Series E Convertible Preferred Stock (3) 10/04/2006 C 679,001 (3) (4) Common Stock 679,001 $0 0 D(2)
1. Name and Address of Reporting Person*
SCHOENDORF NANCY J

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MOHR DAVIDOW VENTURES V LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mohr, Davidow Ventures V-L, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FIFTH MDV PARTNERS LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FEIBER JONATHAN D

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fifth-L MDV Partners, L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 3
SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Shares are directly held by Mohr, Davidow Ventures V, L.P. ("MDV V"). Nancy Schoendorf, a director of the Issuer, and Jonathan Feiber are managing members of Fifth MDV Partners, L.L.C. (the general partner of MDV V), and each may be deemed an indirect beneficial owner of those shares directly held by MDV V, but each disclaims beneficial ownership in such shares except to the extent of his/her pecuniary interest therein.
2. Shares are directly held by Mohr, Davidow Ventures V-L, L.P. ("MDV V-L"). Nancy Schoendorf, a director of the Issuer, and Jonathan Feiber are managing members of Fifth MDV Partners, L.L.C. (the general partner of MDV V-L), and each may be deemed an indirect beneficial owner of those shares directly held by MDV V-L, but each disclaims beneficial ownership in such shares except to the extent of his/her pecuniary interest therein.
3. Each share converts automatically into one share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.
4. No expiration date.
Nancy Schoendorf 10/04/2006
Jonathan Feiber 10/04/2006
Mohr, Davidow Ventures V, L.P., by Fifth MDV Partners, L.L.C., its general partner, by Nancy Schoendorf, a managing member 10/04/2006
Mohr, Davidow Ventures V-L, L.P., by Fifth-L MDV Partners, L.L.C., its general partner, by Nancy Schoendorf, a managing member 10/04/2006
Fifth MDV Partners, L.L.C., by Nancy Schoendorf, a managing member 10/04/2006
Fifth-L MDV Partners, L.L.C., by Nancy Schoendorf, a managing member 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).
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