SecProbe.io

September  25, 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. 3 to Registration Statement on Form S -1
Filed August 30 , 2012
File No. 333 -181376

Dear Mr. Oringer:

We have reviewed your supplemental response submitted on September 17, 2012  and
have the following comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested info rmation.   If you do not believe our comments apply to your 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.

Unaudited Pro Forma Financial Statements, page 42

1. Please provide a numerical reconciliation of all of the adjustments included in each of
your net pro forma adjustments, either on t he face of the statements or within the notes to
these statements. Please ensure your reconciliation clearly indicates which adjustments
are increases and which are decreases.

Notes to the Unaudited Pro Forma Financial Statements

Note (a), page 45

2. Please clarify how the $ 67.9 million  difference between the book value of redeemable
preferred interests and the fair value of shares issued was recorded. In this regard, we
note that you disclose that it is an adjustment to additional paid in capital, but it does not

Jonathan Oringer
Shutterstock, Inc.
September 25, 2012
Page 2

 appear to be a component of the net adjustment made to additional paid in capital in your
pro form financial statements.  Please ensure your reconciliation clarifies this.

Note (i), page 46

3. It appears that you will recognize a credit in your st atement of operations relating to the
modification of the profits interest award held by an executive officer.   Please tell us the
authoritative accounting guidance  you are following in accounting for this modification
and recognizing a reduction in compe nsation expense. Please also tell us what
consideration you gave to disclosing the accounting guidance you are following in
accounting for this modification.

Basic and Diluted Pro Forma as Adjusted Net Income Per Share of Common Stock, page 47

4. Please disclose a reconciliation of the shares included in your weighted average shares of
common stock outstanding -basic for the periods ended December 31, 2011 and June 30,
2012.

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 financial statements and related matters.  Please contact Edwin Kim, Attorney -Advisor, at
(202) 551 -3297 or, in his absence, me at (202) 551 -3462 w ith any other questions.

Sincerely,

 /s/ Barbara C. Jacobs for

 Mark P. Shuman
 Legal Branch Chief

cc: Via E -Mail
 David Ruff, Esq.
Orrick, Herrington & Sutcliffe LLP