Shutterfly, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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82568P304
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(CUSIP Number)
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Mario Cibelli
c/o Marathon Partners Equity Management, LLC
6 East 43rd Street, 23rd Floor
New York, NY 10017-4651
(212) 490-0399
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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6/26/2014
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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* 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.
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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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CUSIP No.
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82568P304
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Marathon Partners Equity Management, LLC
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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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[__]
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(b)
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[__]
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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 ITEMS 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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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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1,950,000
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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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[_]
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1,950,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,950,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.06%
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14.
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TYPE OF REPORTING PERSON*
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IA
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CUSIP No.
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82568P304
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Mario Cibelli
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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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[__]
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(b)
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[__]
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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, PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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4,800
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8.
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SHARED VOTING POWER
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1,950,000
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9.
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SOLE DISPOSITIVE POWER
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4,800
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10.
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SHARED DISPOSITIVE POWER
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[_]
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1,950,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,954,800
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.07%
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14.
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TYPE OF REPORTING PERSON*
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IN
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CUSIP No.
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82568P304
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Item 1.
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Security and Issuer.
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The name of the issuer is Shutterfly, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is 2800 Bridge Parkway, Redwood City, California. This Schedule 13D relates to the Issuer's Common Stock, par value $0.0001 per share (the "Shares").
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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As of the date hereof, Marathon Partners Equity Management, LLC and Mario Cibelli each beneficially own 1,950,000 Shares held by one or more private investment funds managed by Marathon Partners Equity Management, LLC (the "Funds") and Mario Cibelli beneficially owns 4,800 Shares held in his personal accounts and in the accounts of his family members. The Shares owned directly by Mr. Cibelli were acquired with personal funds. The funds for the purchase of the Shares held by the Funds came from the working capital of the advisory clients over which the Reporting Persons exercise investment discretion and no borrowed funds were used to purchase the Shares other than any borrowed funds used for working capital purposes in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A
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Joint Filing Statement
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Exhibit B
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Schedule of Transactions in the Shares of the Issuer
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7/8/2014
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(Date)
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Marathon Partners Equity Management, LLC
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/s/ Mario D. Cibelli
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By: Mario D. Cibelli
Title: Managing Member
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/s/ Mario D. Cibelli
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7/8/2014
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(Date)
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Marathon Partners Equity Management, LLC
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/s/ Mario D. Cibelli
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By: Mario D. Cibelli
Title: Managing Member
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/s/ Mario D. Cibelli
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Date of Transaction
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Number of
Call Options Purchased
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Price Per Share
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||||||
6/6/2014
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100 | 5.75 | ||||||
6/10/2014
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700 | 6.07 | ||||||
6/11/2014
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100 | 5.91 | ||||||
6/12/2014
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50 | 5.90 | ||||||
6/13/2014
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50 | 5.60 | ||||||
6/16/2014
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150 | 6.59 | ||||||
6/19/2014
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151 | 7.22 | ||||||
6/20/2014
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200 | 6.75 | ||||||
6/24/2014
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200 | 3.63 | ||||||
6/24/2014
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299 | 6.60 | ||||||
6/25/2014
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200 | 6.47 | ||||||
6/26/2014
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150 | 6.39 | ||||||
6/26/2014
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100 | 3.60 | ||||||
7/1/2014
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100 | 7.41 | ||||||
7/1/2014
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50 | 4.20 | ||||||
Date of Transaction
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Number of
Shares Purchased
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Price Per Share
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5/7/2014
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25,000 | 37.55 | ||||||
5/8/2014
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20,000 | 37.43 | ||||||
5/9/2014
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12,500 | 37.04 | ||||||
5/9/2014
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12,500 | 36.95 | ||||||
5/12/2014
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5,000 | 37.98 | ||||||
7/1/2014
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10,000 | 43.75 | ||||||