SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

Shutterstock, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

825690100

(CUSIP Number)

Jonathan Oringer
Shutterstock, Inc.
350 Fifth Avenue, 21st Floor
New York, NY 10118
(646) 766-1855

(Name, address and telephone number of person authorized to receive notices and communications)

August 14, 2020

(Date of Event Which Requires Filing of this Statement)

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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.

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).

EXPLANATORY NOTE: This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D is being filed by Jonathan Oringer pursuant to Rule 13d-1(a) under Securities Exchange Act of 1934 to report certain material changes to Mr. Oringer’s beneficial ownership and arrangements made by Mr. Oringer with respect to the Common Stock of the Issuer since the filing of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2016 (the “Original Schedule 13D”), as amended by Amendment No.1 thereto, dated August 5, 2020 (the Original Schedule 13D, together with such Amendment No.1, the “Schedule 13D”). Information contained in the Schedule 13D remains effective except to the extent that it is amended, restated, or superseded by the information contained in this Amendment No. 2. All capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meaning set forth in the Schedule 13D.

SCHEDULE 13D

Item 3 of the Original Schedule 13 is hereby amended and restated in its entirety as follows:

The outstanding shares of Common Stock currently beneficially owned by Mr. Oringer were acquired by Mr. Oringer over several years through various means, including (i) 13,837,327 shares issued to Mr. Oringer in connection with the Issuer’s initial public offering (“IPO Shares”), (ii) options to purchase in the aggregate 263,742 shares of Common Stock under the Issuer’s Amended and Restated 2012 Omnibus Equity Incentive Plan that vest and are exercisable within 60 days hereof, granted to Mr. Oringer by the Issuer in connection with his service as the Issuer’s then Chief Executive Officer (the “Vested Options”) and (iii) 105,497 restricted stock units, each of which represents a contingent right to receive one share of Common Stock under the Issuer’s Amended and Restated 2012 Omnibus Equity Incentive Plan, granted to Mr. Oringer by the Issuer in connection with his service as the Issuer’s then Chief Executive Officer (“Performance Shares”).

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On August 11, 2020, in connection with a registered public secondary offering of 2,580,000 shares of Common Stock, Mr. Oringer entered into an Underwriting Agreement (the “August 2020 Underwriting Agreement”) with BofA Securities, Inc., Morgan Stanley & Co. LLC and each of the other Underwriters named in Schedule A thereto (collectively, the “Underwriters”) and the Issuer. Pursuant to the August 2020 Underwriting Agreement, Mr. Oringer agreed to sell 2,064,000 shares of Common Stock to the Underwriters at a price of $46.3175 per share (the “August 2020 Share Sale”). In addition, pursuant to the August 2020 Underwriting Agreement, Mr. Oringer granted the Underwriters an option to purchase an additional 387,000 shares of Common Stock for a period of 30 days following the date of the August 2020 Underwriting Agreement at the same price. The August 2020 Underwriting Agreement contains customary terms and conditions for a public offering including customary representations and warranties and indemnity provisions. The August 2020 Share Sale closed on August 14, 2020. The foregoing description of the August 2020 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 1 hereto and is incorporated herein by reference.

In connection with the August 2020 Underwriting Agreement, on August 10, 2020, Mr. Oringer signed a lock-up agreement (the “August 2020 Lock-up Agreement”) pursuant to which he agreed that, subject to specified exceptions, without the prior written consent of BofA Securities, Inc. and Morgan Stanley & Co. LLC, he will not, during the period ending 90 days after the date of the August 2020 Underwriting Agreement: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether then owned or thereafter acquired by Mr. Oringer or with respect to which Mr. Oringer has or thereafter acquires the power of disposition (collectively, the “August 2020 Lock-Up Securities”), or exercise any right with respect to the registration of any of the August 2020 Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the August 2020 Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The August 2020 Lock-up Agreement contains customary exceptions to the restrictions therein, including an exception that would allow Mr. Oringer to continue to sell shares of Common Stock pursuant to the 2020 10b5-1 plan. The foregoing description of the August 2020 Lockup Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 2 hereto and is incorporated herein by reference.

Item 5 of the Original Schedule 13 is hereby amended and restated in its entirety as follows:

(a)-(b)

Mr. Oringer beneficially owns an aggregate of 14,206,566 shares of Common Stock, representing approximately 38.8% of the outstanding Common Stock, as to which Mr. Oringer has sole dispositive and voting power. The ownership percentage set forth above is based upon 36,584,528 shares of Common Stock of the Issuer outstanding, as of August 14, 2020. The total number of shares beneficially owned by Mr. Oringer includes 105,497 restricted stock units granted to Mr. Oringer, each of which represents a contingent right to receive one share of Common Stock. The restricted stock units will vest only if (i) Mr. Oringer remains continuously employed by the Issuer until the fifth anniversary of the date of grant and (ii) the average 90-day closing price of Common Stock equals or exceeds $161.88 for any 90 consecutive calendar days during the period commencing on the fifth anniversary of the date of grant and ending on the tenth anniversary of the date of grant, inclusive; provided that the Mr. Oringer remains continuously employed by the Issuer until the date of satisfaction of such condition.

(c)

During the past sixty days, the transactions set forth below were effected for Mr. Oringer’s account by Charles Schwab in the open market pursuant the 2020 10b5-1 Plan. Each day’s sales comprised open market transactions made on that day, and the price per share reported for each sale is the weighted average sales price. Mr. Oringer will provide upon request of the SEC staff the full information regarding the number of shares purchased or sold at each separate price.

Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the disclosure under Item 4 and the following:

In connection with the August 2020 Share Sale referred to in Item 4 above, Mr. Oringer entered into (i) the August 2020 Underwriting Agreement (see Item 4), which is attached as Exhibit 1 hereto and is incorporated herein by reference and (ii) the August 2020 Lock-Up Agreement (see Item 4), which is attached as Exhibit 2 hereto and is incorporated herein by reference.

Item 7 of the Schedule 13 is hereby amended and restated in its entirety as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 17, 2020

Exhibit 2

LOCK-UP AGREEMENT

August 10, 2020

BofA Securities, Inc.

Morgan Stanley & Co. LLC

as Representatives of the several Underwriters

One Bryant Park

New York, New York 10036

1585 Broadway

New York, New York 10036

Re: Proposed Public Offering by Shutterstock, Inc.

Dear Sirs:

The undersigned, a stockholder and an officer and/or director of Shutterstock, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (“BofA”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholder providing for the public offering (the “Public Offering”) of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement (each, an “Underwriter”) that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of BofA and Morgan Stanley, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of BofA and Morgan Stanley, provided that (1) BofA and Morgan Stanley receive a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 or any other form in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the Lock-Up Period other than any required on Form 5; provided that with respect to this clause (3), any required filing under the Exchange Act during the Lock-Up Period shall include a footnote disclosure explaining the nature of, and reason for, such disposition, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers during the Lock-Up Period:

Furthermore, the restrictions in this lock-up agreement shall not apply to:

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the offering of the securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.

This lock-up agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date that the Company advises BofA and Morgan Stanley in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering, (b) the date of termination of the Underwriting Agreement in accordance with its terms before the closing of the Public Offering, or (c) September 30, 2020 if the Underwriting Agreement has not been executed by such date.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

IN WITNESS WHEREOF, the undersigned has executed this lock-up agreement as of the date first set forth above.

[Signature Page to Lock-Up Agreement]