FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARNOLD SCOTT 		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)
SVP, Enterprise
(Last)          (First)          (Middle)

C/O SHUTTERFLY, INC., 2800 BRIDGE PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2018
(Street)

REDWOOD CITY, CA 94065
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/30/2018     M (1)    12543   A $0   12543   D    
Common Stock   7/2/2018     S    4786   (2) D $89.25   7757   D    
Common Stock   7/2/2018     S    18   (2) D $89.8335   7739   D    
Common Stock   7/2/2018     M (3)    39474   A $47.50   47213   D    
Common Stock   7/2/2018     S (3)    34844   D $89.5342   (4) 12369   D    
Common Stock   7/2/2018     S (3)    4630   D $90.1556   (5) 7739   D    
Common Stock   7/3/2018     S (3)    6406   D $90.0409   (6) 1333   D    
Common Stock   7/3/2018     S (3)    1333   D $90.6266   (7) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units   $0   (8) 6/30/2018     M   (1)       12543      (9)   (9) Common Stock   12543   $0   37627   D    
Employee Stock Option (right to buy)   $47.50   7/2/2018     M   (3)       39474      (10) 6/30/2024   Common Stock   39474   $0   118420   D    

Explanation of Responses:
(1)  Vesting of restricted stock units ("RSUs") granted to the Reporting Person on June 30, 2017.
(2)  Represents the aggregate number of shares of the Issuer's common stock sold by the Reporting Person to cover taxes due upon the release and settlement of the RSU's. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this line for any reason other than to cover required taxes.
(3)  This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
(4)  Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.98 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
(5)  Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.46 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
(6)  Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $89.50 to $90.49 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
(7)  Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $90.51 to $90.77 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
(8)  Each of these RSUs represents a contingent right to receive one (1) share of Issuer common stock upon settlement for no consideration.
(9)  The RSUs vest in 4 equal annual installments, subject to the Reporting Person's continuous service to the Issuer through each such vesting date, with the first installment vesting on June 30, 2018.
(10)  The stock option vests and becomes exercisable as to 1/4th of the shares subject to the option on June 30, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARNOLD SCOTT
C/O SHUTTERFLY, INC.
2800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065

SVP, Enterprise

Signatures
/s/ Jason Sebring, Attorney-in-Fact 7/3/2018
** 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 control number.
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