<SEC-DOCUMENT>0001179110-15-006299.txt : 20150414
<SEC-HEADER>0001179110-15-006299.hdr.sgml : 20150414
<ACCEPTANCE-DATETIME>20150414170656
ACCESSION NUMBER:		0001179110-15-006299
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150413
FILED AS OF DATE:		20150414
DATE AS OF CHANGE:		20150414

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Shutterstock, Inc.
		CENTRAL INDEX KEY:			0001549346
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				800812659
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		350 FIFTH AVENUE
		STREET 2:		21ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10118
		BUSINESS PHONE:		646-419-4452

	MAIL ADDRESS:	
		STREET 1:		350 FIFTH AVENUE
		STREET 2:		21ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10118

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Ulrich Catherine
		CENTRAL INDEX KEY:			0001639223

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35669
		FILM NUMBER:		15769849

	MAIL ADDRESS:	
		STREET 1:		C/O SHUTTERSTOCK, INC.
		STREET 2:		350 FIFTH AVENUE, 21ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10118
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2015-04-13</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001549346</issuerCik>
        <issuerName>Shutterstock, Inc.</issuerName>
        <issuerTradingSymbol>SSTK</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001639223</rptOwnerCik>
            <rptOwnerName>Ulrich Catherine</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SHUTTERSTOCK, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>350 FIFTH AVENUE, 21ST FLOOR</rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10118</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Product Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>30000</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>8000</value>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">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 four equal annual installments beginning January 12, 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.</footnote>
        <footnote id="F2">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 January 12, 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.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Laurie Harrison, Attorney-in-Fact</signatureName>
        <signatureDate>2015-04-14</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex24ulrich.txt
<TEXT>
                                                                      Exhibit 24

                               POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Timothy Bixby, Chief Financial 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 13th day of April, 2015.


/s/ Catherine Ulrich
--------------------------------
Signature

Catherine Ulrich
--------------------------------
Print Name
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
