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: Oringer Jonathan (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock	S	27060	$88.93	Disposed	13451184	Direct
2021-03-01	Common Stock	S	1399	$89.49	Disposed	13449785	Direct
2021-03-01	Common Stock	M	61840	$88.88	Acquired	13511625	Direct
2021-03-01	Common Stock	F	30284	$89.22	Disposed	13481341	Direct
2021-03-02	Common Stock	S	9162	$85.98	Disposed	13472179	Direct
2021-03-02	Common Stock	S	18008	$87.11	Disposed	13454171	Direct
2021-03-02	Common Stock	S	1768	$87.69	Disposed	13452403	Direct
2021-03-02	Common Stock	S	487	$88.83	Disposed	13451916	Direct
2021-03-03	Common Stock	S	1672	$85.30	Disposed	13450244	Direct
2021-03-03	Common Stock	S	20474	$86.25	Disposed	13429770	Direct
2021-03-03	Common Stock	S	4970	$87.03	Disposed	13424800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Performance-based Restricted Stock Units	$	A	61840	Acquired		Common Stock (61840)	Direct
2021-03-01	Performance-based Restricted Stock Units	$	M	61840	Disposed		Common Stock (61840)	Direct

Footnotes

F1: Shares were sold pursuant to a duly adopted 10b5-1 trading plan entered into in accordance with the Issuer's insider trading policy. The plan provides for periodic sales of a total maximum of 1,020,000 shares over the period beginning on June 1, 2020 through May 31, 2021 and was entered into for investment diversification purposes.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.23 to $89.22 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: This amount reflects a correction to the Form 4 filed on February 17, 2021, which incorrectly stated the Amount of Securities Beneficially Owned Following Reported Transaction amount as 13,418,244 instead of 13,478,244.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.23 to $89.75 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.59 to $86.55 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.60 to $87.56 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.61 to $88.08 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: 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.

F9: Each PSU represents a contingent right to receive one share of the Issuer's common stock.

F10: Performance-based restricted stock unit ("PSU") award, granted on April 1, 2020 (the "2020 Award") that provides for an aggregate target award of 124,930 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.

F11: Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of PSUs.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.70 to $85.67 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.72 to $86.69 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.77 to $87.34 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.