SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Insight Venture Partners V L P (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Shutterstock, Inc. [ SSTK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, par value $0.01 per share	05/21/2013		J(1)		408,029	D	(2)	2,427,668	D(3)
Common Stock, par value $0.01 per share	05/21/2013		J(1)		23,991	D	(2)	142,742	D(3)
Common Stock, par value $0.01 per share	05/21/2013		J(1)		123,539	D	(2)	735,025	D(3)
Common Stock, par value $0.01 per share	05/21/2013		J(1)		444,441	D	(2)	2,644,313	D(3)
Common Stock, par value $0.01 per share	05/21/2013		J(1)		1,000,000	D	(2)	5,949,748	I	See Footnote (3)
Common Stock, par value $0.01 per share	05/21/2013		J(1)		170,074	A	(2)	170,074	D(3)
Common Stock, par value $0.01 per share	05/22/2013		J(1)		170,074	D	(2)	0	D(3)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Insight Venture Partners V L P (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Insight Venture Partners V (Employee Co-Investors) L P (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Insight Venture Partners Cayman V L P (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Insight Venture Partners V Coinvestment Fund L P (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Insight Venture Associates V, L.L.C. (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Insight Holdings Group, LLC (Last) (First) (Middle) 680 FIFTH AVENUE 8TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1 footnote 1.

2. See Exhibit 99.1 footnote 2.

3. See Exhibit 99.1 footnote 3.

Remarks:

	INSIGHT VENTURE PARTNERS V, L.P., By: Insight Venture Associates V, L.L.C., its general partner, By: Insight Holdings Group, LLC, its manager, /s/ Jeff Horing	05/23/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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