SecProbe.io

Mail Stop 4561
August 1, 2016

Steven Berns
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, 2015
Filed February 24, 2016
File No. 001-35669

Dear Mr. Berns :

We have reviewed your filing  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 these comments within ten business days by providing the requested
information or advi se us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

General

1. In your letter to us dated June 29, 2012, you described your contacts with Sudan and
Syria.   You state on pages 17 -18 that you are subject to risks associated with restrictions on
the ability of U.S. companies to do business in foreign countrie s.  As you are aware, Sudan
and Syria are designated as state sponsors of terrorism by the State Department and are
subject to U.S. economic sanctions and export controls.   Your Form 10 -K does not include
information about contacts with Sudan or Syria.   Please describe to us the nature and extent
of your past, current and anticipated contacts with Sudan and Syria, whether through direct
or indirect arrangements, since the referenced letter.   You should describe any products or
services you have provided or intend to provide into Sudan and Syria, directly or indirectly,
and any agreements, arrangements or other contacts with the governments of those countries
or entities they control.

Steven Berns
Shutterstock, Inc.
August 1, 2016
Page 2

 2. Please discuss for us the materiality of the contacts with Sudan and Sy ria you describe in
response to the comment above, and whether those contacts constitute a material investment
risk for your security holders.   You should address materiality in quantitative terms,
including the approximate dollar amounts of any associated  revenues, assets and liabilities
for the last three fiscal years and the subsequent interim period.   Also, address materiality in
terms of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon a company’s
reputation and share value.   As you know, various state and municipal governments,
universities and other investors have proposed or adopted divestment or similar initiatives
regarding investment in  companies that do business with U.S. -designated state sponsors of
terrorism.   Your materiality analysis should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations
associated with Sudan or Syria.

Selected Financial Data

Non-GAAP Financial Measures and Key Operating Metrics

Non-GAAP Net Income, page 33

3. We note that each individual adjustment included in non -GAAP net income is presented net
of tax rather than showing the income ta x impact as a separate line, and it is unclear how the
tax effect was calculated.  Therefore, your disclosures may  be inconsistent with Question
102.11 of the updated Complianc e and Disclosure Interpretations  issued on May 17, 2016.
Please review this guidance when preparing your next filing that includes such non -GAAP
disclosures.

Form 8 -K Filed May 4, 2016

4. You state that the company considers your non -GAAP measures to be important financial
indicators of your operational strength and the performance of your business; however, it is
unclear why management believes this information is useful to investors or ho w they use
this information , to the extent material, in managing your business.  Please revise your
future filings to consider  the disclosure requirements of Item 10(e)(1)(i)(C) and (D) of
Regulation S -K.

5. We note the following disclosure s, which may not  be consistent with Question 102.10 of the
updated Compliance and Disclosure Interpretations  issued on May 17, 2016:

 A discussion in the First Quarter 2016 Highlights of adju sted EBITDA and non -GAAP
net income per diluted share without a discussion of the most directly comparable GAAP
measure preceding such disclosure;

Steven Berns
Shutterstock, Inc.
August 1, 2016
Page 3

  A discussion in the First Quarter Results of adjusted EBITDA before the most directly
comparable GAAP meas ure, Net Income; and

 A discussion of adjusted EBITDA projections without a quantitative reconciliation or a
discussion of reliance on the unreasonable efforts exception in Item 10(e)(1)(i)(B) that
identifies the information that is unavailable.

Please re view this guidance when preparing your next earnings release.

6. We note that you reconcile adjusted EBITDA to net cash provided by operating activities,
which suggests that this could  be used as a liquidity measure .  As such, your disclosure of
adjusted EBIDTA per share may  be inconsistent with the updated guidance in Question
102.05 of the Compliance and Disclosure Interpretations  for no n-GAAP Financial Measures
issued on May 17, 2016.

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 app licable Exchange Act rules require.   Since the company 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 comm ents, please provide a written statement from the company
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 cont act Eiko Yaoita Pyles, Staff Accountant , at (202) 551 -3587  if you have
questions regarding comments on the financial statements and related matters.  If you require
further assistance, do not hesitate  to contact me at (202) 551 -3499 .

Sincerely,

 /s/ Kat hleen Collins

Kathleen Collins
Accounting Branch Chief
Office of Information Technologies and
Services