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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * THOMAS JEANNINE M SMITH   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) Sr. VP of Operations (Last) (First) (Middle) C/O SHUTTERFLY INC, 2800 BRIDGE PARKWAY SUITE 101 3. Date of Earliest Transaction (Month/Day/Year) 01/19/2007 (Street) REDWOOD CITY, CA 94065 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/19/2007   M   53,000 A $ 0.5 240,853 D   Common Stock 01/19/2007   M   50,000 A $ 0.3 290,853 D   Common Stock 01/19/2007   M   5,000 A $ 0.5 295,853 D   Common Stock               72,000 (1) I By Childrens Trust (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Employee Stock Option Right to Buy

$ 0.5

01/19/2007

M

53,000

(2)

10/03/2011

Common Stock

53,000

$ 0

0

D

Employee Stock Option right to buy

$ 0.3

01/19/2007

M

50,000

(3)

06/22/2014

Common Stock

50,000

$ 0

30,000

D

Employee Stock Option right to buy

$ 0.5

01/19/2007

M

5,000

(2)

05/08/2011

Common Stock

5,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
THOMAS JEANNINE M SMITH C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY, CA 94065			Sr. VP of Operations

Signatures

/S/ Jeannine M. Thomas Smith		01/22/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	SHARES BENEFICIALLY HELD BY TRUST FOR THE BENEFIT OF MS. SMITH THOMAS'S MINOR CHILDREN. MS. SMITH THOMAS DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SHARES EXCEPT TO THE EXTENT OF HER INDIVIDUAL PECUNIARY INTEREST IN THE TRUST, AND THE INCLUSION OF THESE SHARES IN THIS REPORT SHALL NOT BE DEEMEND AN ADMISSION OF BENEFICIAL OWNERSHIP OF SHARES FOR PURPOSE OF SECTION 16 OR ANY OTHER PURPOSE.
(2)	OPTION GRANT IS FULLY VESTED AND IMMEDIATELY EXERCISABLE.
(3)	COMMENCING JUNE 22, 2004 THE OPTION GRANT VESTS MONTHLY AS TO 1/48TH OF THE SHARES SUBJECT TO GRANT AND IS IMMEDIATELY EXERCISEABLE.

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