Amended Statement of Beneficial Ownership (sc 13d/a)
July 03 2019 - 3:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
1
Shutterfly, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
82568P304
(CUSIP Number)
Ahmet
H. Okumus
OKUMUS FUND MANAGEMENT LTD.
767 Third Avenue, 35th Floor
New York, NY 10017
(212) 201-2640
ANDREW M. FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
June 28, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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Okumus Fund Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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841,670
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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841,670
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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841,670
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.5%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Okumus Opportunistic Value Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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841,670
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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841,670
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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841,670
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.5%
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Ahmet H. Okumus
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Turkey
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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|
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REPORTING
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841,670
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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841,670
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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841,670
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.5%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and restated to read
as follows:
The Shares purchased by Opportunistic
Value Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases. The aggregate purchase price of the 841,670 Shares beneficially owned by
Opportunistic Value Fund is approximately $40,444,684, including brokerage commissions.
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Item 4.
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Purpose of Transaction
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Item 4 is hereby amended
to add the following:
The Reporting Persons
are pleased with the outcome of the strategic review process and believe the proposed transaction maximizes value for the Issuer’s
stockholders. With the Issuer’s share price appreciating meaningfully from the Reporting Persons’ cost basis, the Reporting
Persons have reduced their position in the Issuer for portfolio management reasons.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) and
(e) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 34,299,839 Shares outstanding as of June 7, 2019, which is the
total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 10, 2019.
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A.
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Opportunistic Value Fund
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(a)
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As of the close of business on July 2, 2019, Opportunistic Value Fund beneficially owned 841,670
Shares.
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Percentage: Approximately 2.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 841,670
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 841,670
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(c)
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The transactions in the Shares by Opportunistic Value Fund during the past sixty days are set forth
on Schedule A and incorporated herein by reference.
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B.
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Okumus Fund Management
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(a)
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Okumus Fund Management, as the investment manager of Opportunistic Value Fund, may be deemed the beneficial owner of the 841,670
Shares owned by Opportunistic Value Fund.
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Percentage: Approximately 2.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 841,670
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 841,670
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(c)
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Okumus Fund Management has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Opportunistic Value Fund during the past sixty days are set forth on Schedule
A and incorporated herein by reference.
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(a)
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Mr. Okumus, as the President of Okumus Fund Management and a director of Opportunistic Value Fund,
may be deemed the beneficial owner of the 841,670 Shares owned by Opportunistic Value Fund.
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Percentage: Approximately 2.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 841,670
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 841,670
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(c)
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Mr. Okumus has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Opportunistic Value Fund during the past sixty days are set forth on Schedule A and incorporated
herein by reference.
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Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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(e)
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As of June 28, 2019, the Reporting Persons ceased to be the beneficial owners of more than 5% of
the Shares.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: July 3, 2019
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Okumus Opportunistic Value Fund, Ltd.
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By:
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/s/ Ahmet H. Okumus
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Name:
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Ahmet H. Okumus
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Title:
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Director
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Okumus Fund Management Ltd.
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By:
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/s/ Ahmet H. Okumus
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Name:
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Ahmet H. Okumus
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Title:
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President
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/s/ Ahmet H. Okumus
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Ahmet H. Okumus
|
SCHEDULE A
Transactions in the Shares of the Issuer
During the Past Sixty (60) Days
Nature of Transaction
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Amount of Shares
Purchased/(Sold)
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Price per Share ($)
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Date of
Purchase/Sale
|
OKUMUS OPPORTUNISTIC
VALUE FUND, LTD.
Sale of Common Stock
|
(53,574)
|
50.5314
|
06/27/2019
|
Sale of Common Stock
|
(75,500)
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50.6559
|
06/28/2019
|
Sale of Common Stock
|
(557,064)
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50.6035
|
06/28/2019
|
Sale of Common Stock
|
(127,268)
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50.6320
|
06/28/2019
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Sale of Common Stock
|
(23,800)
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50.5546
|
07/01/2019
|
Sale of Common Stock
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(19,677)
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50.5731
|
07/01/2019
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Sale of Common Stock
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(89,526)
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50.5535
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07/01/2019
|
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