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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden hours per response...10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Shutterfly, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
82568P304
(CUSIP Number)
December 31, 2006
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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 control number.
SEC 1745 (3-06)
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CUSIP No.
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82568P304
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Page
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2
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of
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8
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1
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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James H. Clark
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States citizen
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5
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SOLE VOTING POWER:
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NUMBER OF
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5,354,202*
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SHARES
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6
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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5,354,202*
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WITH:
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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5,354,202*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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IN
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*
Consists of shares held by the following entities, each of which is controlled, directly or indirectly, by James H. Clark: (i)
4,760,120 shares held by Monaco Partners, L.P; (ii) 17,000 shares held by JHC 2000 LLC;
(iii) 125,000 shares held by Woodside Ventures Limited Partnership;
and (iv) 452,082 shares held by JHC Investments, LLC. James H. Clark is the owner of Clark Ventures, Inc.,
which is the general partner of Monaco Partners, L.P. and is the
managing member of JHC 2000 LLC. Monaco Partners, L.P. is the general partner of
Woodside Ventures Limited Partnership and is the managing member of JHC Investments, LLC.
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CUSIP No.
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82568P304
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Page
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3
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of
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8
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1
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NAMES OF REPORTING PERSONS:
Clark Ventures, Inc.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Nevada
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5
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SOLE VOTING POWER:
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NUMBER OF
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5,354,202*
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SHARES
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6
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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5,354,202*
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WITH:
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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5,354,202*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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CO
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*
Consists of (i) 4,760,120 shares held by Monaco Partners, L.P., (ii)
17,000 shares held by JHC 2000 LLC, (iii) 125,000 shares held by
Woodside Ventures Limited Partnership and (iv) 452,082 shares held by JHC Investments, LLC. Clark Ventures, Inc. is the general partner of Monaco Partners, L.P. and is the managing member of JHC 2000 LLC. Monaco Partners, L.P. is the general partner of Woodside
Ventures Limited Partnership and is the managing member of JHC Investments, LLC.
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CUSIP No.
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82568P304
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Page
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4
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of
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8
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1
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NAMES OF REPORTING PERSONS:
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Monaco Partners, L.P.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Nevada
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5
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SOLE VOTING POWER:
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NUMBER OF
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5,337,202*
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SHARES
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6
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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5,337,202*
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WITH:
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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5,337,202*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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21.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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PN
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*
Consists of (i) 4,760,120 shares held
by Monaco Partners, L.P, (ii) 125,000 shares held by Woodside
Ventures Limited Partnership and (iii) 452,082 shares held by JHC
Investments, LLC. Monaco Partners, L.P. is the general partner of
Woodside Ventures Limited Partnership and is the managing member of JHC Investments, LLC.
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CUSIP No.
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82568P304
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Page
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5
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of
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8
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1
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NAMES OF REPORTING PERSONS:
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JHC Investments, LLC
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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5
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SOLE VOTING POWER:
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NUMBER OF
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452,082
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SHARES
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6
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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452,082
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WITH:
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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452,082
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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1.8%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
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OO
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Schedule 13 G
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Page 6 of 8
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Item 1.
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(a)
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Shutterfly, Inc., a Delaware corporation
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(b)
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2800 Bridge Parkway, Suite 101, Redwood City, CA 94065
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Item 2.
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(ii)
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Clark Ventures, Inc.
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(iii)
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Monaco Partners, L.P.
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(iv)
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JHC Investments, LLC
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(b)
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(i) 1080 Marsh Road, Ste 100, Menlo Park, CA 94025
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(ii)
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777 East William St. #201, Carson City, NV 89701
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(iii)
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777 East William St. #201, Carson City, NV 89701
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(iv)
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777 East William St. #201, Carson City, NV 89701
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(c)
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(i) United States of America
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(ii)
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Nevada
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(iii)
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Nevada
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(iv)
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Delaware
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(d)
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Common Stock, par value $0.0001 per share
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(e)
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82568P304
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Item 3. Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
5,354,202*
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(b)
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Percent of class:
21.7%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
5,354,202*
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(ii)
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Shared power to vote or to direct the vote
0
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(iii)
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Sole power to dispose or to direct the disposition of
5,354,202*
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(iv)
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Shared power to dispose or to direct the disposition of
0
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*
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Consists of shares held by the following entities, each of which is controlled,
directly or indirectly, by James H. Clark: (i) 4,760,120 shares held by Monaco Partners, L.P;
(ii) 17,000 shares held by JHC 2000 LLC; (iii) 125,000 shares held by Woodside Ventures
Limited Partnership; and (iv) 452,082 shares held by JHC Investments, LLC. James H. Clark
is the owner of Clark Ventures, Inc., which is the general partner of Monaco Partners, L.P.
and is the managing member of JHC 2000 LLC. Monaco Partners, L.P. is the general partner of
Woodside Ventures Limited Partnership and is the managing member of JHC Investments, LLC.
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Schedule 13 G
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Page 7 of 8
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Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
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Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
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(a)
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Not applicable.
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(b)
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Not applicable.
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Schedule 13 G
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Page 8 of 8
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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.
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JAMES H. CLARK
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February 14, 2008
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Date
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/s/ Harvey Armstrong
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Signature
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Harvey Armstrong, Attorney-in-Fact
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Name/Title
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CLARK VENTURES, INC.
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February 14, 2008
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Date
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/s/ Harvey Armstrong
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Signature
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Harvey Armstrong, Secretary
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Name/Title
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MONACO PARTNERS, L.P.
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February 14, 2008
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Date
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/s/ Harvey Armstrong
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Signature
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Harvey Armstrong, Secretary of the General Partner
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Name/Title
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JHC INVESTMENTS, LLC
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February 14, 2008
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Date
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/s/ Harvey Armstrong
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Signature
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Harvey Armstrong, Manager
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Name/Title
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)