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CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. OMITTED INFORMATION HAS
BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK "[****]."

September 14,
2012

 VIA EDGAR AND FEDERAL EXPRESS

Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Mark P. Shuman, Branch Chief—Legal

Edwin Kim, Attorney-Advisor

Craig Wilson, Senior Assistant Chief Accountant

Laura Veator, Staff Accountant

Re:Shutterstock, Inc.

Registration Statement on Form S-1

File No. 333-181376

Ladies
and Gentlemen:

        We
are submitting this letter on behalf of Shutterstock, Inc. (the "Company") to provide information requested by the staff (the
"Staff") of the U.S. Securities and Exchange Commission (the "Commission") in connection with its review
of the Company's Registration Statement on Form S-1 (File No. 333-181376) (the "Form S-1").
Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company's request for confidential treatment of selected portions of this letter
pursuant to Rule 83 of the Commission's Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

        The
purpose of this letter is to notify the Staff that the underwriters' proposed preliminary price range is $[****] to $[****] per share.
Given the inherent volatility and uncertainty in the capital markets, this range may change; however, it represents the best estimate of the price range as of the date of this letter.

CONFIDENTIAL
TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-1

Shutterstock, Inc.

September 14, 2012

Page 2

        This
letter is also being submitted in response to comment number 5 from the Staff received by letter dated August 24, 2012 (the "Staff
Letter") relating to the Form S-1. We have cited comment number 5 below in italicized, bold type and have followed the comment with the Company's
updated response.

5.In view of the numerous and complex pro forma adjustments presented throughout the filing please be advised we may have further
comment when the dollar amounts are included in the pro forma presentations and disclosures.

        In
response to the Staff's comment, the Company has completed the pro forma presentations and disclosures in the Form S-1 using the midpoint of the above-referenced
price range, or $[****] per share, as the assumed IPO price. The relevant pages from the Form S-1 are attached hereto as
Exhibit A.

*
* * * * * * * * * * * * * *

        Please
do not hesitate to contact me by telephone at (212) 506-5391 or by email at druff@orrick.com, or Brian Margolis by telephone at
(212) 506-5125 or by email at bmargolis@orrick.com, with any questions or comments regarding this correspondence.

Very
truly yours,

/s/
David M. Ruff

David
M. Ruff

cc:Jonathan
Oringer, Shutterstock, Inc.

Timothy E. Bixby, Shutterstock, Inc.

Brian B. Margolis, Esq., Orrick, Herrington & Sutcliffe LLP
CONFIDENTIAL
TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-2

  Exhibit A

CONFIDENTIAL
TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-3

Year Ended December 31,

Six Months

Ended June 30,

2009

2010

2011

2011

Pro forma

2011

2012

2012

Pro forma

(in thousands, except share and per share data)

 Consolidated Statements of Operations Data:

 Revenue

$
61,099

$
82,973

$
120,271

$
120,271

$
54,387

$
78,199

$
78,199

 Operating expenses:

 Cost of revenue

21,826

32,353

45,504

45,504

21,156

30,103

30,103

 Sales and marketing

10,949

17,820

31,929

31,929

13,836

23,127

23,127

 Research and development

2,361

4,591

9,777

9,777

4,255

7,070

7,070

 General and administrative(1)

6,217

8,414

10,171

9,161

4,297

7,895

6,951

 Total operating expenses

41,353

63,178

97,381

96,371

43,544

68,195

67,251

 Income from operations

19,746

19,795

22,890

23,900

10,843

10,004

10,948

 Interest income

5

19

10

10

7

5

5

 Income before income taxes

19,751

19,814

22,900

23,910

10,850

10,009

10,953

 Provision for income taxes(2)

909

876

1,036

10,005

462

227

4,662

 Net income

$
18,842

$
18,938

$
21,864

$
13,905

$
10,388

$
9,782

$
6,291

 Pro forma as adjusted net income per share of common stock(3):

 Basic (unaudited)

$
0.39

$
0.18

 Diluted (unaudited)

$
0.39

$
0.18

 Weighted average shares outstanding used to compute pro forma as adjusted net income per share of common stock(3):

 Basic (unaudited)

35,583,485

35,602,635

 Diluted (unaudited)

35,583,485

35,616,398

(1)Includes
non-cash equity-based compensation of $1,833, $1,114, $2,122 and $1,112 for the years ended December 31, 2009, 2010, 2011 and
2011 pro forma and $791, $2,157 and $1,213 for the six months ended June 30, 2011, 2012 and 2012 pro forma, respectively. See pro forma notes (h) and (i) on pages 45 and 46 for a
description of the pro forma non-cash equity compensation adjustments.

(2)For
the years ended December 31, 2009, 2010 and 2011, and for the six months ended June 30, 2011 and 2012, we operated as a New York limited
liability company for federal and state income tax purposes, taxed as a partnership, and therefore were not subject to federal and state income taxes. Following the Reorganization, we will become
subject to income taxes. The pro forma provision for income taxes for the year ended December 31, 2011 and for the six months ended June 30, 2012 assumes a combined federal, state and
city income tax rate of 39.4%. The actual combined tax rate will depend on many factors and may be higher or lower than the assumed rate.

(3)The
pro forma as adjusted basic net income per share of common stock reflects: (i) the reclassification of all common and preferred members'
interests to shares of common stock, (ii) the issuance of 156,337 shares of common stock upon the reclassification of an executive officer's profits interest award from other
non-current liabilities to common stock in connection with the Reorganization and the accelerated vesting of 50% of the unvested profits interest award granted to the executive officer in
connection with this offering and vesting of restricted equity awards post-Reorganization, (iii) the issuance of 112,438 shares of common stock resulting from the vesting of equity
awards to one of our key employees in connection with the Reorganization and (iv) 1,261,571 additional shares of common stock, which represents the share equivalent of the dollar amount of the
distributions declared and paid from July 1, 2011 through the date of the Reorganization, to the extent such distributions are in excess of earnings for the previous twelve months. The pro
forma as adjusted diluted net income per share of common stock reflects the dilution resulting from the issuance of 0 additional shares of common stock for the year ended December 31, 2011 and
13,763 additional shares of common stock for the six months ended June 30, 2012, in each case arising from assumed exercise of options and potentially dilutive restricted shares of common
stock.

 10

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-4

Year Ended December 31,

Six Months

Ended June 30,

2009

2010

2011

2011

2012

 Other Financial and Operational Data:

 Adjusted EBITDA (in thousands)(1)

$
21,983

$
21,783

$
26,532

$
12,258

$
13,321

 Free cash flow (in thousands)(2)

$
26,399

$
27,591

$
36,095

$
18,377

$
16,053

 Paid downloads (in millions) (during period)(3)

34.0

44.1

58.6

27.7

35.9

 Revenue per download (during period)(4)

$
1.80

$
1.88

$
2.05

$
1.97

$
2.18

 Images in our library (in millions) (end of period)(5)

8.9

13.3

17.4

15.2

20.2

(1)See
"—Non-GAAP Financial Measures" below as to how we define and calculate Adjusted EBITDA and for a reconciliation between Adjusted
EBITDA and net income, the most directly comparable GAAP financial measure and a discussion about the limitations of Adjusted EBITDA.

(2)See
"—Non-GAAP Financial Measures" below as to how we define and calculate Free Cash Flow and for a reconciliation between Free Cash
Flow and net cash provided by operating activities, the most directly comparable GAAP financial measure and a discussion about the limitations of Free Cash Flow.

(3)Paid
downloads is the number of paid image downloads that our customers make during a given period. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations—Key Operating Metrics—Paid Downloads" for more information as to how we define and calculate paid downloads.

(4)Revenue
per download is the amount of revenue recognized in a given period divided by the number of paid downloads in that period. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Revenue per Download" for more information as to how we define and calculate paid
revenue per download.

(5)Images
in our library is the total number of photographs, vectors and illustrations available on shutterstock.com to customers at the end of the period. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Images in our Library" for more information as to how we define and
calculate paid images in our library.

As of June 30, 2012

Actual

Pro forma(1)

Pro forma

as adjusted(2)

(in thousands)

(unaudited)

 Consolidated Balance Sheet Data:

 Cash and cash equivalents

$
15,042

$
—

$
79,900

 Working capital (deficit)

(33,432
)

(33,743
)

43,590

 Property and equipment, net

5,479

5,479

5,479

 Total assets

30,229

29,817

107,150

 Deferred revenue

33,626

33,626

33,626

 Total liabilities

59,801

55,924

55,924

 Redeemable preferred members' interest

29,937

—

—

 Common members' interest

5,699

—

—

 Total members' interest (deficit)

(59,509
)

—

—

 Total stockholders' equity

—

(26,107
)

51,226

(1)Presented
on a pro forma basis to give effect to: (i) the reclassification of all common and preferred members' interests to shares of common stock;
(ii) the reclassification of an executive officer's profits interest award from other non-current liabilities to common stock; (iii) deferred tax assets and liabilities at an
assumed combined federal, state, and city tax rate of 39.4%; (iv) distributions to be made to members prior to the Reorganization; and (v) a balance sheet adjustment associated with the
vesting of equity awards.

(2)Presented
on a pro forma as adjusted basis to give effect to: (i) the adjustments described in note (1) above, (ii) the sale of
6,071,429 shares of common stock by us in this offering at an assumed initial public offering price of $[****] per share, the midpoint of the price range set forth on the cover
of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering, (iii) the accelerated
vesting of 50% of the unvested profits interest award granted to the executive officer in connection with this offering; and (iv) reclassification of deferred offering costs from working
capital and total assets to additional paid-in capital.

 11

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-5

  UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

        The following are the unaudited pro forma consolidated financial statements of Shutterstock Images LLC. The unaudited pro forma
consolidated statements of operations information for the year ended December 31, 2011 and for the six months ended June 30, 2012 was prepared as if the transactions described under
"Reorganization" had taken place on January 1, 2011. The unaudited pro forma consolidated balance sheet information as of June 30, 2012 was prepared as if the Reorganization had taken
place on June 30, 2012. See "Reorganization."

        Prior
to the Reorganization, we were organized as a limited liability company. As a limited liability company, we were not subject to U.S. federal or state income taxes and our earnings
did not reflect the taxes we will pay as a corporation. In order to reflect our operating expenses, and our tax and capital structure as if we were organized as a corporation, the unaudited pro forma
consolidated financial
statements give effect to our corporate reorganization and related transactions as described in "Reorganization," including:

•the reclassification of the balances of all common and preferred members' interests to common stock;

•the reclassification of an executive officer's profits interest award from other non-current liabilities to
common stock;

•the exchange of our VAR grants into options to purchase shares of our common stock;

•the recognition of deferred tax assets and liabilities at an assumed combined federal, state and city income tax rate of
39.4%;

•the distributions to be made to members prior to the Reorganization;

•the balance sheet adjustments associated with the vesting of equity awards;
and

•a provision for income taxes as a corporation at an assumed combined federal, state and city income tax rate of 39.4% of
our pre-tax net income for the year ended December 31, 2011 and for the six months ended June 30, 2012. The actual combined tax rate will depend on many factors and may be
higher or lower than this assumed rate.

        The
pro forma adjustments above are based upon available information and certain assumptions that management believes are reasonable, factually supportable, directly attributable to
either the Reorganization or this offering, and, in connection with pro forma adjustments related to the statement of operations, expected to have a continuing impact on our results of operations.
Adjustments that are
based on fair value of the shares are calculated using the assumed initial public offering price of $[****] per share (the midpoint of the price range set forth on the cover of
this prospectus).

        We
believe that the pro forma consolidated financial statements provide a helpful perspective to better understand our results of operations and our financial position. The unaudited pro
forma consolidated financial statements and accompanying notes should be read together with our consolidated financial statements and related notes and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this prospectus.

        The unaudited pro forma consolidated financial statements presented are based upon available information and certain assumptions that we believe are reasonable
under the circumstances. The unaudited pro forma consolidated financial statements do not purport to represent what our results of operations or financial position would have been had the
Reorganization or this offering actually occurred on the date or as of the date specified, nor do they purport to project our results of operations for any future period.

41

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-6

 SHUTTERSTOCK IMAGES LLC

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of June 30, 2012

(in thousands, except share and per share data)

Actual

Pro forma

adjustments

for the

Reorganization

Pro forma

before Offering

adjustments

Pro forma

adjustments

for the

Offering

Pro forma

as adjusted

 ASSETS

 Current assets:

 Cash and cash equivalents

$
15,042

(15,042)
(f)

—

79,900
(g)

79,900

 Credit card receivables

1,488

1,488

1,488

 Accounts receivable, net

823

823

823

 Prepaid expenses and other current assets

3,592

3,592

(2,567)
(g)

1,025

 Deferred tax assets

756

14,731
(e)

15,487

15,487

 Due from related party

—

—

—

 Total current assets

21,701

21,390

98,723