SecProbe.io

May 2 8, 2014

Via E -mail
Timothy E. Bixby
Chief Financial Officer
Shutterstock, Inc.
350 Fifth Avenue, 21st Floor
New York, New York 10118

Re: Shutterstock, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 28, 2014
File No. 001 -35669

Dear Mr. Bixby :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these comment s, we may have  additional comment s.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Overview, page 51

1. We note that you began offering Shutterstock images directly within Facebook’s ad
creation tool.  Please provide us with the terms of your agreement with Facebook and tell
us how you recognize revenue from this offering.

2. We also note in your first quarter 2014 earnings call on May 8, 2014 that you have
partnered with Salesforce to make license imagery available inside  the Salesforce
ExactTarget Marketing Cloud.  Please provide us with the terms of your agreement with
Salesforce and tell us how you plan to recognize revenue from this offering.

Timothy E. Bixby
Shutterstock, Inc.
May 2 8, 2014
Page 2

 Exhibit s 31.1 and 31.2

3. We note that you did not include the reference to internal c ontrol over financial reporting
(as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) in the introductory language
in paragraph 4 of the certifications in exhibits 31.1 and 31.2.  Please confirm that your
certifications in future filings will include the introductory language of paragraph 4 in
exact form as specified in Item 601(b)(31) (i) of Regulation S -K.  Please note that similar
concerns apply to your Form 10 -Q for the quarterly period  ended March 31, 2014 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Eiko Yaoita Pyles, Staff Accountant , at (202) 55 1-3587  if you have
questions regarding comments on the financial statements and re lated matters.  Please contact me
at (202) 551 -3406  with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

Cc: Brian Margolis,
      Partner a t Orrick, Herrington & Sutcliffe LLP