Shutterfly 2015 Annual Report Download - page 107

The final settlement occurred on August 3, 2015 and approximately 0.8 million shares were delivered to the
Company. The Company received a return of cash for the remaining amount not settled in shares of $38.2
million. In total, approximately 0.8 million shares of common stock were repurchased under the ASR for $36.8
million, resulting in an average price paid per share of $46.49 under the ASR. The ASR was entered into
pursuant to the Company’s existing share repurchase program.
In 2015, the Company repurchased 4.9 million shares of its outstanding common stock at an average price of
$43.99 per share pursuant to the share repurchase program and including the shares repurchased under the ASR
settled in the third quarter of 2015.
In 2014, the Company repurchased 2.0 million shares of its outstanding common stock at an average of
$45.29 per share pursuant to the share repurchase program.
In 2013, the Company repurchased 0.1 million shares of its outstanding common stock at an average of
$31.87 per share pursuant to the share repurchase program. All repurchased shares of common stock have been
retired.
All repurchased shares of common stock have been retired.
Note 12 — Convertible Senior Notes
0.25% Convertible Senior Notes Due May 15, 2018
In May 2013, the Company issued $300.0 million aggregate principal amount of 0.25% convertible senior
notes (the “Notes”) due May 15, 2018 , unless earlier purchased by the Company or converted. Interest is payable
semiannually in arrears on May 15 and November 15 of each year, commencing on November 15, 2013.
The Notes are governed by an Indenture between the Company, as issuer, and Wells Fargo Bank, National
Association, as trustee. The Notes are unsecured and rank senior in right of payment to the Company’s future
indebtedness that is expressly subordinated in right of payment to the Notes and rank equal in right of payment to
the Company’s existing and future liabilities that are not so subordinated and are effectively subordinated in right
of payment to any of the Company’s cash equal to the principal amount of the Notes, and secured indebtedness to
the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing
and future indebtedness and liabilities incurred by the Company’s subsidiaries.
Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s
common stock or a combination of cash and shares of common stock, at the Company’s election.
The initial conversion rate is 15.5847 shares of common stock per $1,000 principal amount of Notes. The
initial conversion price is $64.17 per share of common stock. Throughout the term of the Notes, the conversion
rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash
payment representing accrued and unpaid interest upon conversion of a Note. Accrued but unpaid interest will be
deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. Holders may convert
their Notes only under the following circumstances:
• during any calendar quarter commencing after the calendar quarter ending on September 30,
2013 (and only during such calendar quarter), if the last reported sale price of the Company’s
common stock for at least 20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on the last trading day of the immediately preceding calendar
quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
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