Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BERNS STEVEN
 2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2015		 3. Issuer Name and Ticker or Trading Symbol
Shutterstock, Inc. [SSTK]
(Last)
(First)
(Middle)
C/O SHUTTERSTOCK, INC. 350, FIFTH AVENUE, 21ST FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10118		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,321 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 03/31/2021 Common Stock 15,000 $ 17.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERNS STEVEN
C/O SHUTTERSTOCK, INC. 350
FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10118		       Chief Financial Officer  

Signatures

/s/ Laurie Harrison, Attorney-in-Fact 09/22/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 2,328 shares of common stock subject to a restricted stock unit award granted on June 11, 2015 pursuant to the Issuer's 2012 Omnibus Equity Incentive Plan; each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. This award will vest in full on the earlier of (i) the one year anniversary of the date of grant and (ii) the date immediately preceding the date of the Issuer's 2016 annual meeting of stockholders, subject in each case to the Reporting Person continuing to serve as an officer on such vesting date. Vested shares will be delivered to the Reporting Person as soon as practicable following each vesting date.
(2) The option became exercisable as to 5,000 of the shares underlying the option on March 15, 2013 and as to an additional 6.25% of the shares per quarter thereafter.

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