SecProbe.io

October 3 , 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. 4 to Registration Statement on Form S -1
Filed September 27 , 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
understand your disclosure

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendmen t 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.

Summary Consolidated Historical and Un audited Pro Forma Financial Data, page 9

1. We note your added disclosure in response to prior comment 1 of our letter dated
September 14, 2012.  However, it does not appear that the shares you disclose in note (3)
on page 11 reconcile to the total weighted average shares outstanding used to compute
pro forma as adjusted net income per share of common stock.  Please provide a complete
reconciliation of these shares, or cross reference to a reconciliation provided elsewhere in
the registration statement.

Jonathan Oringer
Shutterstock, Inc.
October 3 , 2012
Page 2

Unaudited Pro Forma Financial Statements

Notes to the Unaudited Pro Forma Financial Statements

Note (i), page 49

2. We note your response to prior comment 3 of our letter dated September 25, 2012 that for
the income statement periods presented, the profits interest charge recorded in the income
statement is greater than the pro forma restricted stock charge and, as a re sult, a pro
forma credit adjustment to the income statement is reflected.  Please clarify why the
restricted stock charge is lower than the profits interest charge.  In this regard, we note
your disclosure on page 46 that this relates to a modification of the award.  Please tell us
the authoritative accounting guidance you have followed in accounting for this
modification, and why it is appropriate to recognize a reduction in compensation expense.
Further, tell us what consideration you gave to disclosing t he accounting guidance you
are following.

Basic and Diluted Pro Forma as Adjusted Net Income Pe r Share of Common Stock, page 50

3. We note your added disclosure in response to prior comment 4 of our letter dated
September 25, 2012.  Please provide us with t he computation supporting the vesting of
restricted stock totaling 8,668 shares and 2,900 shares on a weighted average basis as
disclosed in the second and third paragraphs on page 51.  Please also tell us how the
112,240 shares described in subsection (ii i) on page 51 are included in your weighted
average shares of common stock outstanding basic and clarify your disclosures
accordingly.

Critical Accounting Policies

Equity -Based Compensation

Common Stock Valuations, page 76

4. We note your response to prior comment 11 of our letter dated July 20, 2012 and your
added disclosure on page 81 that you believe the difference between the fair value of
your common stock on the most recent VAR grant date and the anticipated offering pric e
range reflects a standard market discount for an initial public offering.  Please clarify
your disclosure to further describe what this discount represents; what assumptions it
incorporates regarding market, industry or company factors and please clarify  why the
factors and assumptions that determined this discount were not also reflected in your

Jonathan Oringer
Shutterstock, Inc.
October 3 , 2012
Page 3

 most recent common stock valuation performed on September 17, 2012.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

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

5. We note that your unaudited pro forma balance sheet as of June 30, 2012 gives effect to
the cash received and liability incurred in connection with your term loan facility.  Please
tell us why it is app ropriate to include this adjustment alongside your historical balance
sheet.   We refer you to paragraph 3430 of the SEC Division of Corporation Finance
Reporting Manual.

6. We note that it appears that your unaudited pro forma balance sheet reflects a reduc tion
in cash to reflect distributions declared and paid after June 30, 2012.  Please tell us why it
is appropriate to reflect this distribution as a reduction of cash.  In this regard, we also
note that your disclosure on page F -19 indicates that this adju stment was reflected as a
distribution payable.  We refer you to paragraph 3420.1 of the SEC Division of
Corporation Finance Reporting Manual.

You may contact Laura Veator, Staff Accountant, at (202) 551 -3716 or Craig Wilson,
Senior Assistant Chief Accou ntant, 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 with any other questions.

Sincerely,

 /s/ Mark P. Shuman

 Mark P. Shuman
 Legal Branch Chief

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