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SEC FORM 4 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 		 
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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*
BIXBY TIMOTHY E
(Last) (First) (Middle)
C/O SHUTTERSTOCK, INC.
350 FIFTH AVENUE, 21ST FLOOR
(Street)
NEW YORK NY 10118
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2015
4. If Amendment, Date of 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
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 03/04/2015 S(1) 2,067 D $58.54(2) 14,651(3) D
Common Stock 03/04/2015 A 20,000(4) A $0 34,651 D
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
Explanation of Responses:
1. The purpose of this sale was to cover tax obligations of the Reporting Person in connection with the vesting of certain equity awards.
2. This transaction was executed in multiple trades at prices ranging from $58.50 to $58.54; the price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the Issuer, or a security holder of the Issuer.
3. On December 1, 2014, the Reporting Person acquired 234 shares of the Issuer's common stock under the Issuer's 2012 Employee Stock Purchase Plan.
4. Consists of a restricted stock unit award made pursuant to the Issuer's 2012 Omnibus Equity Incentive Plan, and each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. This award vests in three equal annual installments beginning March 4, 2016, subject to the Reporting Person's employment on such vesting date. Vested shares will be delivered to the Reporting Person as soon as practicable following each vesting date.
/s/ Laurie Harrison, Attorney-in-Fact 03/06/2015
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Jonathan Oringer, Chief Executive Officer of Shutterstock, Inc. (the "Company"),
Laurie  Harrison,  General Counsel of the Company, and Brian Margolis of Orrick,
Herrington  & Sutcliffe LLP, and each of them acting or signing alone, as his or
her true and lawful attorney-in-fact to:

      (1)   execute  for  and on behalf of the undersigned, in the undersigned's
            capacity  as an officer, director and/or stockholder of the Company,
            any  and  all  reports  required  to  be filed by the undersigned in
            accordance with Section 16(a) of the Securities Exchange Act of 1934
            and the rules thereunder;

      (2)   do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Form  3, 4 or 5 or other required report and timely file such report
            with  the  United  States Securities and Exchange Commission and any
            stock exchange or similar authority; and

      (3)   take  any other action of any type whatsoever in connection with the
            foregoing  which, in the opinion of such attorney-in-fact, may be of
            benefit  to,  in  the  best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact  on  behalf  of  the  undersigned, pursuant to this
            Power  of  Attorney,  shall  be  in such form and shall contain such
            terms and conditions as such attorney-in- fact may approve in his or
            her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do and perform each and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming all that such attorney-in-fact, or his or her
substitute  or  substitutes,  shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges  that no such attorney-in- fact, in serving in such capacity at the
request  of  the  undersigned,  is  hereby  assuming,  nor is the Company hereby
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports under Section 16 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of the 6th day of March, 2015.


/s/ Timothy E. Bixby
--------------------------------
Signature

Timothy E. Bixby
--------------------------------
Print Name