Termination of Registration of a Class of Security Under Section 12(b) (15-12b)
October 07 2019 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-33031
SHUTTERFLY, Inc.
(Exact
name of registrant as specified in its charter)
2800 Bridge
Parkway
Redwood City, California 94065
(650) 610-5200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Common Stock, $0.0001 par value
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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☒
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Rule 12g-4(a)(2)
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☐
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Rule 12h-3(b)(1)(i)
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☒
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Rule 12h-3(b)(1)(ii)
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☐
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Rule 15d-6
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☐
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Rule 15d-22(b)
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☐
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Approximate number of holders of record as of the certification or notice date: One
EXPLANATORY NOTE
This certification and notice relates to common shares of Shutterfly, Inc. (the Company). Effective September 25, 2019, Photo Holdings Merger
Sub, Inc. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of Photo Holdings, LLC (Parent), a Delaware limited liability company, merged with and into the Company, with the Company surviving as a wholly
owned subsidiary of Parent, (the Merger). Parent and Merger Sub are affiliates of certain funds managed by affiliates of Apollo Global Management, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Shutterfly, Inc. has caused
this certification/notice to be signed on its behalf by the undersigned duly authorized person.
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SHUTTERFLY, INC.
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Date: October 7, 2019
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By:
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/s/ Jason Sebring
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Name:
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Jason Sebring
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Title:
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Vice President and General Counsel
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