Shutterstock, Inc. — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Shutterstock, Inc. (SSTK)
CIK: 0001549346
Period of Report: 2021-03-01

Reporting Person: Ciardiello Steven (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock	M	6184	$89.22	Acquired	50332	Direct
2021-03-01	Common Stock	F	2350	$89.22	Disposed	47982	Direct
2021-03-01	Common Stock	F	877	$89.22	Disposed	47105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Performance-based Restricted Stock Units	$	A	6184	Acquired		Common Stock (6184)	Direct
2021-03-01	Performance-based Restricted Stock Units	$	M	6184	Disposed		Common Stock (6184)	Direct

Footnotes

F1: Shares of the Issuer's common stock acquired upon the vesting of the 2021 tranche of the 2020 Award (defined below). The Compensation Committee of the Issuer (the "Compensation Committee") confirmed the achievement of performance and a corresponding payout at 150% of the targeted amount of shares.

F2: Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of PSUs.

F3: On March 1, 2021, the Reporting Person acquired 2,579 shares of Issuer's common stock upon the vesting of restricted stock units (RSUs). In connection with this vest, 877 shares were withheld by the Issuer to cover taxes due upon vesting of the RSUs and the remaining net 1,702 shares of common stock continue to be held by the Reporting Person.

F4: Each PSU represents a contingent right to receive one share of the Issuer's common stock.

F5: Performance-based restricted stock unit ("PSU") award, granted on April 1, 2020 (the "2020 Award") that provides for an aggregate target award of 12,493 shares of Issuer's Common Stock, contingent upon, and subject to adjustment based on, the achievement of certain adjusted EBITDA margin and revenue growth performance thresholds for each annual performance period. Subject to Compensation Committee confirmation of achievement of performance, the 2020 Award vests on March 1, 2021, March 1, 2022 and March 1, 2023 at 33%, 33% and 34% of the aggregate target, respectively, subject to adjustment pursuant to the award agreement.