SecProbe.io

July 20, 2012

Via E -Mail
Jonathan Oringer, Chief Executive Officer
Shutterstock, Inc.
60 Broad Street, 30th Floor
New York, NY 10004

Re: Shutterstock, Inc.
Amendment No. 1 to Registration  Statement on Form S -1
Filed June 29 , 2012
File No. 333 -181376

Dear Mr. Oringer:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
unde rstand your disclosure.   References to our prior letter refer to our letter dated June 8, 2012.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to you r facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary

1. We note your response to prior comment 2 regarding your claims as to your in dustry
leadership and size.  Please revise to clarify it is your belief that you are an “industry -
leading global marketplace for commercial digital imagery.”  Also, please revise to
clarify what you mean by “highest volume” and “ largest, ” as they pertain t o your site
traffic, downloads, and library.   Your response letter provides more detailed information
such as number of images uploaded, average monthly unique visitors worldwide, average
monthly page views, and also provides context in terms of when these  measures were
calculated.

2. Please revise the prospectus summary to clarify that either substantially all or of your
cash balance will be paid to LLC investors before the effective date and that you will

Jonathan Oringer
Shutterstock, Inc.
July 20, 2012
Page 2

 initially rely on funds obtained under a prospective  line of credit and your offering
proceeds to fund short -term capital needs of your operations.  You should provide similar
disclosure in your liquidity section of management’s discussion and analysis to clarify
that you plan to rely on borrowings to fund your short -term capital needs until you
generate sufficient funds from operations to meet those requirements.

Risk Factors, page 13

3. Your response to prior comment 8 indicates that you have tax compliance issues that
relate to items “which represent less  than 10% of the Company’s total liabilities.”  Please
advise us whether you believe these non -income tax issues may materially affect your
liquidity or if they may require the use of offering proceeds.

Use of Proceeds, page 34

4. Please revise to clarify  the approximate amount of borrowings under the new line of
credit as of the anticipated effective date.  State the maturity date for those borrowing
arrangements as well as the interest rate under the new line of credit.

Unaudited Pro Forma Consolidate d Financial Statements, page 40

5. We note your disclosure that the Pro form adjustments are based upon available
information and certain assumptions that management believes are reasonable and
factually supportable. Please tell us what consideration you als o gave to whether the
income statement adjustments are directly attributable to the transaction and expected to
have a continuing impact, and whether the balance sheet adjustments are directly
attributable to the transaction.  We refer you Rule 11 -02(b)(6) of Regulation S -X. Please
revise your disclosures accordingly.

6. We note your response to prior comment 17 that the adjustments described in notes (b),
(c), and (i ) comply with the requirements of Article 11 of Regulation S -X as they are
factually supportable, directly attributable to the transaction and are expected to have a
continuing impact on your results of operations . However, we note your disclosure on
page 102 that with respect to the Profits Interest Grant and Repurchase Agreement with
Mr. Semmelbauer, the profits interest vests as to one sixth of the interest on April 5,
2011, with the remaining five -sixths vestin g in equal installments over the subsequent
five year period, and that upon a change of control or qualified public offering, 50% of
any unvested portion of the profits interest will immediately vest, with the remaining
unvested portion converting to restr icted stock and continuing to vest in accordance with
the vesting schedule outlined above. Please tell us why you believe your adjustment

Jonathan Oringer
Shutterstock, Inc.
July 20, 2012
Page 3

 described in note (i) on page 44 is directly attributable to the transaction. That is, it
appears that these awards wo uld continue to vest in accordance with the vesting schedule
outlined above absent a qualified public offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Operating Metrics

Revenue per Download, page 52

7. We note your disclosure that your fastest growing purchase options have been those that
generate more revenue per download, most notably your On Demand purchase options,
and due to this change in product mix, your revenue per download has increased steadil y
over the last three years. We further note your disclosure on page 51 that your cost of
revenue is substantially similar for your On Demand and subscription -based options, and
you don’t believe shifts in the mix between On Demand or subscription -based pu rchase
options will necessarily impact your operating margins. Please clarify why cost of
revenues and gross margins are not impacted by increases in revenue per download. In
this regard, it appears that the commissions you pay third parties are based on n umber of
downloads, and therefore increases in revenues per download would result in increases in
gross margin. Please clarify your disclosures accordingly.

Liquidity and Capital Resources, page 62

8. Please revise your disclos ure to include the most recent  practicable information regarding
borrowings under the new line of credit , including the significant terms,  and to discuss
any material changes that result from your reliance on borrowings as a significant source
of cash assets for the funding of operatio ns.

Critical Accounting Policies and Estimates

Equity -Based Compensation

Common Stock Valuations, page 67

9. We note your response to prior comment 26. However, based on your disclosures on page
70, it appears that in determining the exercise price as of each grant date the Board took
into account the fair value as determined by the most recent third party valuation, but also
took into account certain events that took place during the period, such as introduction of
new functionality, continued growth i n your revenues and customer base, commencement

Jonathan Oringer
Shutterstock, Inc.
July 20, 2012
Page 4

 of discussions regarding an IPO, and the initial release of your first mobile applications,
and as a result determined the exercise price to be greater than the fair market value as
determined by the most rec ent third party valuation. It remains unclear why these factors
were also not considered in determining the fair value of your shares as of each grant
date. Please clarify and revise your disclosures accordingly.

10. Please clarify why you considered the fair  value of your common stock to  be $16.67 for
options granted May 1 -18, 2012 when the fair market value as determined by a third
party valuation effective April 15, 2012 was $18.67.

11. When the estimated IPO price is known and included in your registration s tatement,
please revise your disclosure to include a discussion of each significant factor
contributing to the difference between the fair value of the underlying stock as
determined for your most recent valuation date and the midpoint of your IPO offering
range. The disclosure should fully describe the assumptions utilized at the IPO valuation
date that are significantly different than those used in the most recent valuation.

12. Consider revising your disclosure to include the intrinsic value of all outstand ing vested
and unvested options based on the difference between the estimated IPO price and the
exercise price of the options outstanding as of the most recent balance sheet date included
in the registration statement.  In view of the fair -value -based meth od of FASB ASC 718,
disclosures appropriate to fair value may be more applicable than disclosures appropriate
to intrinsic value.

Certain Relationships and Re lated Party Transactions, page 10 9

13. Please advise us whether the former executive officer descri bed in your response to prior
comment 40 was an executive officer in the last three completed fiscal years.  If yes,
please revise to describe the material terms and conditions of this former executive’s
Profit Interest Agreement.  We refer you to Instruct ion 1 to Item 404 of Regulation S -K
and Instruction 1 to Item 404(a).

Jonathan Oringer
Shutterstock, Inc.
July 20, 2012
Page 5

 Consolidated Financial Statements

Notes To Consolidated Financial Statements

(1)Summary of Operations and Significant Accounting Policies

Revenue Recognition, page F -10

14. We note your response to prior comment 49 that you do not consider your purchase
options to be multiple element arrangements because a customer cannot purchase these
options within the same arrangement. Please clarify whether a customer can purchase an
option together with your subscription or usage based plans and whether you consider
these to be multiple element arrangements.

15. We note your response to prior comment 48 and your revised disclosure on page F -12.
Please clarify whether you recognize revenue upon sale to the reseller, or upon sale to the
end users. Further, please clarify the activities you perform in providing the service and
the activities the reseller performs in providing the service, and tell us what consideration
you gave to the other fa ctors outlined in ASC 605 -45-45 in determining recognition of
revenue on a net basis is appropriate.

(2)Unaudited Pro Forma Information, page F -18

16. We note your response to prior comment 51 that Pro forma notes (a), (b), (c), (f), and (k)
listed on pages 44 and 45 of the Amendment are included within the pro forma footnote
in the Consolidated Financial Statements because they relate to conversion of securities
that result in changes in the capital structure in connection with reorganization in
accordance w ith FRM topic 3430. Please tell us why you consider the adjustments
described in Pro forma notes (b), (c), and (k)(ii) and (iii) to result in changes to the capital
structure. That is, tell us how these transactions represent changes in terms, or
conversio n, of outstanding securities.

17. We note your disclosure in the fourth bullet point that pro forma information has been
presented to give effect to “The payment of distributions in the amount of $     prior to the
Reorganization as a result of distribution s declared and paid in the latest twelve months
exceeding earnings for this period.” Please clarify how this payment is a result of
distributions declared and paid in the latest twelve months exceeding earnings for the
period.

Jonathan Oringer
Shutterstock, Inc.
July 20, 2012
Page 6

 18. We note your response to pr ior comment 53. Once the dollar amounts are known and
included in this footnote and other pro forma presentations we may have further
comments.

(10) Value Apprecia tion Rights Plan, page F -28

19. We note your disclosure in response to prior comment 57 that th e unrecognized
compensation charge at March 31, 2012 is $9.2 million. Please also disclose the amount
of this unrecognized compensation expense that is vested as of this date and will be
recognized upon effectiveness of an initial public offering.

(11) Common Member Ownership Subject to Put Feature, page F -29

20. Please disclose the unrecognized compensation expense relating to this award as of
March 31, 2012.

Indemnification of Directors and Officers, page II -1

21. Please advise us whether your indemnification agreements are signed and executed or
whether they will be prior to effectiveness.  Please also advise us whether the form
indemnification agreement to be filed as Exhibit 10.1 also covers your Fund Indemnitors .
We refer you to Instruction 2 to Item 601 of Regulation S -K.

You may contact Laura Veator, Staff Accountant, at (202) 551 -3716 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551 -3226 if you have questions regarding comments
on the financi al statements and related matters.  Please contact Edwin Kim, Attorney -Advisor, at
(202) 551 -3297 or, in his absence, me at (202) 551 -3462 with any other questions.

Sincerely,

 /s/ Craig Wilson  for

 Mark P. Shuman
 Legal Branch Chief

cc: Via E-Mail
 David Ruff, Esq.

Jonathan Oringer
Shutterstock, Inc.
July 20, 2012
Page 7

  Orrick, Herrington & Sutcliffe LLP