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ORRICK, HERRINGTON & SUTCLIFFE LLP

51 W 52ND STREET

NEW YORK, NEW YORK 10019-6142

tel   +1-212-506-5000

fax   +1-212-506-5151

WWW.ORRICK.COM

August 9, 2012

Via EDGAR and Federal Express

U.S. 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.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 29, 2012
 File No. 333-181376

Ladies and Gentlemen:

We are submitting this letter on behalf of Shutterstock, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated July 20, 2012 (the “Staff Letter”), relating to the Company’s Registration Statement on Form S-1 (File No. 333-181376) (the “Form S-1”). The Company is concurrently filing Amendment No. 2 to the Form S-1 (the “Amendment”) to respond to the Staff Letter and to include updated financial information as of and for the period ended June 30, 2012.

In this letter, we have cited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Concurrent with the filing of the Amendment and in response to the Staff’s comments in the Staff Letter, we have supplementally provided additional materials to the Commission pursuant to Rule 418(b) of Regulation C, which are not to be deemed part of the Form S-1 and which we respectfully request to be returned upon the completion of the Staff’s review (the “Supplemental Materials”).  Capitalized terms used but not defined in this letter shall have the meanings given them in the Form S-1.

Also enclosed for the convenience of the Staff are two copies of the Amendment marked to show changes from Amendment No. 1 to the Form S-1 filed by the Company on June 29, 2012.

Prospectus Summary

1.                                      We note your response to prior comment 2 regarding your claims as to your industry leadership and size.  Please revise to clarify it is your belief that you are an “industry-leading global marketplace for commercial digital imagery.” Also, please revise to clarify what you mean by “highest volume” and “largest,” as they pertain to your site traffic, downloads, and library.  Your response letter provides more detailed information such as number of images uploaded, average monthly unique visitors worldwide, average monthly page views, and also provides context in terms of when these measures were calculated.

In response to the Staff’s comment, the Company has revised its disclosure throughout the Amendment to clarify what it means by “highest volume” and “largest” with respect to its site traffic, downloads and library.  With respect to the assertion that the Company is an industry-leading marketplace, the Company respectfully advises the Staff of a recent market study performed by L.E.K. Consulting LLC.  We have included the portions of such report that support the statements made in the Form S-1 in the Supplemental Materials provided to the Staff.  The Company believes that the findings of this report, along with the Company’s own surveys of the competitive landscape demonstrating leadership in site traffic, library size, and volume of downloads, supports its assertion that it is “an industry-leading global marketplace for commercial digital imagery.”

2.                                      Please revise the prospectus summary to clarify that either substantially all or of your cash balance will be paid to LLC investors before the effective date and that you will initially rely on funds obtained under a prospective line of credit and your offering proceeds to fund short-term capital needs of your operations.  You should provide similar disclosure in your liquidity section of management’s discussion and analysis to clarify that you plan to rely on borrowings to fund your short-term capital needs until you generate sufficient funds from operations to meet those requirements.

In response to the Staff’s comment, the Company has added disclosure to pages 8 and 65 of the Amendment to clarify that approximately all of its cash balance will be distributed to LLC investors before the Reorganization (which will take place prior to the effectiveness of the Form S-1) and that, as a result, the Company plans to rely on borrowings under a prospective line of credit to fund the short-term capital needs of its operations until additional cash flow from operations has been generated following the offering.

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Risk Factors, page 13

3.                                      Your response to prior comment 8 indicates that you have tax compliance issues that relate to items “which represent less than 10% of the Company’s total liabilities.”  Please advise us whether you believe these non-income tax issues may materially affect your liquidity or if they may require the use of offering proceeds.

The Company respectfully advises the Staff that it does not believe these non-income tax issues will materially affect its liquidity, as the Company has sufficient cash flow from operations.  Additionally, the Company does not expect to use offering proceeds to settle these non-income tax issues.

Use of Proceeds, page 34

4.                                      Please revise to clarify the approximate amount of borrowings under the new line of credit as of the anticipated effective date.  State the maturity date for those borrowing arrangements as well as the interest rate under the new line of credit.

In response to the Staff’s comment, the Company has added disclosure to pages 35 and 65 of the Amendment to clarify that it plans to borrow approximately $10 million from the planned credit facility prior to the Reorganization.  The Company expects that same amount to be outstanding under the credit facility as of the anticipated effective date of the Form S-1.

The Company will include a description of the materials terms of the credit facility in a subsequent amendment to the Form S-1 once such terms have been finalized.

Unaudited Pro Forma Consolidated Financial Statements, page 40

5.                                      We note your disclosure that the Pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable and factually supportable.  Please tell us what consideration you also gave to whether the income statement adjustments are directly attributable to the transaction and expected to have a continuing impact, and whether the balance sheet adjustments are directly attributable to the transaction.  We refer you Rule 11-02(b)(6)of Regulation S-X.  Please revise your disclosures accordingly.

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In response to the Staff’s comment, the Company has revised its disclosure on pages 41 and 45-46 of the Amendment to disclose how each income statement pro forma adjustment is directly attributable to the transaction and expected to have a continuing impact, and how each balance sheet adjustment is directly attributable to the transaction.

6.                                      We note your response to prior comment 17 that the adjustments described in notes (b), (c), and (i) comply with the requirements of Article 11 of Regulation S-X as they are factually supportable, directly attributable to the transaction and are expected to have a continuing impact on your results of operations.  However, we note your disclosure on page 102 that with respect to the Profits Interest Grant and Repurchase Agreement with Mr. Semmelbauer, the profits interest vests as to one sixth of the interest on April 5, 2011, with the remaining five-sixths vesting in equal installments over the subsequent five year period, and that upon a change of control or qualified public offering, 50% of any unvested portion of the profits interest will immediately vest, with the remaining unvested portion converting to restricted stock and continuing to vest in accordance with the vesting schedule outlined above.  Please tell us why you believe your adjustment described in note (i) on page 44 is directly attributable to the transaction.  That is, it appears that these awards would continue to vest in accordance with the vesting schedule outlined above absent a qualified public offering.

In response to the Staff’s comment, the Company respectfully advises the Staff that any unvested portion of Mr. Semmelbauer’s profits interest award will be modified and exchanged for new restricted shares of common stock at the time of the Reorganization (such shares, the “Restricted Stock”). As a result of the modification, the historical charge will be adjusted as a pro forma adjustment as if the Reorganization had taken place on January 1, 2011. Upon the consummation of the offering, which will constitute a “qualified public offering” under the terms of Mr. Semmelbauer’s Profits Interest Grant and Repurchase Agreement, 50% of the then unvested portion of the Restricted Stock issued to Mr. Semmelbauer in connection with the Reorganization will immediately vest. The Company will record the 50% acceleration charge based on the fair value of the Restricted Stock at the time of the modification.  The Company will account for the remaining unvested shares of Restricted Stock as equity classified awards and will continue to record a compensation expense based on the modification date fair value over the remaining vesting period following the offering.  The pro forma adjustment in note (i) represents the adjustment to the historical compensation charge to reflect the difference between the compensation charge recorded pre-Reorganization for the original award, which is classified as a liability, and the compensation charge to be recorded post-Reorganization for the vested Restricted Stock based on the modification date fair value using the same vesting terms as those set forth in Mr. Semmelbauer’s

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Profits Interest Grant and Repurchase Agreement. The Company believes that the adjustment associated with the historical charge as described in note (i) on pages 45-46 of the Amendment is directly attributable to the Reorganization since the Restricted Stock will constitute a new class of stock and carry a new charge that did not exist prior to the Reorganization.  On the other hand, the adjustment related to the 50% acceleration of the then unvested portion of Restricted Stock described in note (j) on page 46 of the Amendment is directly attributable to the offering since the triggering event is the occurrence of a “qualified public offering” as set forth in Mr. Semmelbauer’s Profits Interest Grant and Repurchase Agreement.  The Company has revised its disclosure on page 46 of the Amendment to clarify that the 50% acceleration charge is attributable to the offering and will be accounted for as a pro forma adjustment in the balance sheet due to its non-recurring nature.  The Company also respectfully refers the Staff to page 106 of the Amendment and Note 12 to the Consolidated Financial Statements for additional detail regarding Mr. Semmelbauer’s profits interest.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Operating Metrics

Revenue per Download, page 52

7.                                      We note your disclosure that your fastest growing purchase options have been those that generate more revenue per download, most notably your On Demand purchase options, and due to this change in product mix, your revenue per download has increased steadily over the last three years.  We further note your disclosure on page 51 that your cost of revenue is substantially similar for your On Demand and subscription-based options, and you don’t believe shifts in the mix between On Demand or subscription-based purchase options will necessarily impact your operating margins.  Please clarify why cost of revenues and gross margins are not impacted by increases in revenue per download.  In this regard, it appears that the commissions you pay third parties are based on number of downloads, and therefore increases in revenues per download would result in increases in gross margin.  Please clarify your disclosures accordingly.

In response to the Staff’s comment, the Company has included additional disclosure on page 53 of the Amendment to clarify that its cost of revenue is similar across purchase options as a percentage of revenue. While some of the Company’s purchase options, namely its On Demand purchase options, capture more revenue per download, these purchase options also pay contributors a higher amount per download.  As such, the Company’s per-download cost of revenue tends to

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increase in line with revenue per download.  This is why our gross margin is similar across purchase options.

Liquidity and Capital Resources, page 62

8.                                      Please revise your disclosure to include the most recent practicable information regarding borrowings under the new line of credit, including the significant terms, and to discuss any material changes that result from your reliance on borrowings as a significant source of cash assets for the funding of operations.

In response to the Staff’s comments, the Company has included additional disclosure on page 65 of the Amendment regarding the planned borrowings under the credit facility.  The Company does not expect any material changes to result from its short-term borrowings under the credit facility to fund operations during the period following the final distribution to LLC members through such time as additional cash flow from operations has been generated following the offering.

The Company will include a description of the material terms of the credit facility in a subsequent amendment to the Form S-1 once such terms have been finalized.

Critical Accounting Policies and Estimates Equity-Based Compensation

Equity-Based Compensation

Common Stock Valuations, page 67

9.                                      We note your response to prior comment 26.  However, based on your disclosures on page 70, it appears that in determining the exercise price as of each grant date the Board took into account the fair value as determined by the most recent third party valuation, but also took into account certain events that took place during the period, such as introduction of new functionality, continued growth in your revenues and customer base, commencement of discussions regarding an IPO, and the initial release of your first mobile applications, and as a result determined the exercise price to be greater than the fair market value as determined by the most recent third party valuation.  It remains unclear why these factors were also not considered in determining the fair value of your shares as of each grant date.  Please clarify and revise your disclosures accordingly.

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In response to the Staff’s comment, the Company has included additional disclosure on pages 73-76 of the Amendment to clarify the factors reviewed on each grant date for purposes of determining fair market value.  On many of the grant dates, after evaluating all the relevant factors since the last independent valuation, including the factors set forth in the bullet points on page 72 of the Amendment and the factors considered by the Board on each grant date for purposes of determining the exercise price, the Board determined that no event had occurred subsequent to the date of the relevant third-party valuation that would materially affect the value of the Company as set forth in such valuation.  As a result of such determination, the Board determined fair value to equal the amount set forth in such valuation.  Notwithstanding that determination, for certain grant dates, the Board determined that