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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

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 “[****].”

October 10, 2012

Via EDGAR and Overnight Courier

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

Kathleen Collins, Branch Chief

Craig Wilson, Senior Assistant Chief Accountant

Laura Veator, Staff Accountant

Re:                             Shutterstock, Inc.

Amendment No. 4 to Registration Statement on Form S-1
 Filed September 27, 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 October 3, 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. 6 to the Form S-1 (the “Amendment”).

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. Capitalized terms used but not defined in this letter shall have the meanings given them in the Form S-1.

Attached to this letter as Schedule I, Schedule II and Schedule III are supplemental responses sent to the Staff not in connection with a publicly filed amendment to the Form S-1.

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-1

Also enclosed for the convenience of the Staff are two copies of the Amendment marked to show changes from Amendment No. 4 to the Form S-1 filed by the Company on September 27, 2012.

Summary Consolidated Historical and Unaudited 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.

In response to the Staff’s Comment, the Company has revised its disclosure in note (3) on page 11 of this Amendment to cross-reference pro forma note (n) on pages 50 and 51 of the Amendment.  Pro forma note (n) has also been revised to further describe and reconcile the pro forma weighted average shares outstanding for the year ended December 31, 2011 and the six months ended June 30, 2012.

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 result, 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 the accounting guidance you are following.

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-2

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In response to the Staff’s Comment, the Company has revised its pro forma adjustment described in note (i) on page 49 of the Amendment that resulted in a credit adjustment to the income statement. As described in Note 12 to the Company’s Consolidated Financial Statements, in the prior periods, the profits interest issued to an executive was accounted for as a liability classified award under ASC 718 due to the put feature in the terms of the original award agreement, and is re-measured to fair value at the end of each reporting period.  In connection with the Reorganization, based on the terms of the profits interest agreement, the put feature will expire and the unvested profits interest will be exchanged for restricted stock.  As such, there is no modification to the award; the expense recognition and classification of the award follows the terms of the award as disclosed in Note 12 to the Company’s Consolidated Financial Statements.

Furthermore, in conjunction with the offering, 50% of the remaining unvested portion of the award as of that date will vest immediately, while the balance will continue to vest through April 5, 2016.  Accordingly, the expense attribution after the consummation of the offering as reflected in the pro forma financial statements is lower than the historical expense that was historically recorded due to the non-recurring vesting acceleration at the time of the offering, which has been excluded from the pro forma amount in accordance with Article 11 of Regulation S-X.

The following table details the pro forma credit adjustment:

Year Ended
   December 31,
   2011

Six Months
   Ended June 30,

2012

Recorded in the Historical Income Statement

$

2,122

$

2,157

Pro Forma Expense for Recurring Portion of   Restricted Award

$

877

$

437

Pro Forma Credit Adjustment

$

(1,245

)

$

(1,720

)

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-3

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Basic and Diluted Pro Forma as Adjusted Net Income Per 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 the 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 (iii) on page 51 are included in your weighted average shares of common stock outstanding basic and clarify your disclosures accordingly.

In response to the Staff’s comment, the Company has revised its disclosure on page 50 of the Amendment to disclose the reconciliation calculation of the weighted average shares of common stock outstanding. The Company’s reconciliation includes the weighted average shares of common stock outstanding as a result of the Reorganization and the offering and the incremental shares as a result of the awards that converted or were accelerated to common stock in connection with the Reorganization and the offering. The computation supporting the vesting of restricted stock totaling 8,668 shares during the year ended December 31, 2011 and 2,900 shares during the six months ended June 30, 2012 is provided in the attached Exhibit A. As noted on pages 50 and 51 of the Amendment, for the year ended December 31, 2011, there were an incremental 8,668 weighted average shares of common stock as a result of the vesting of 23,071 issued shares during the year ended December 31, 2011. Additionally, as noted on pages 50 and 51 of the Amendment, for the six months ended June 30, 2012, there were an incremental 2,900 weighted average shares of common stock as a result of vesting of 11,536 issued shares during the six months ended June 30, 2012.

The 112,240 shares which are described in subsection (iii) on page 51 of the Amendment are included in the reconciliation table contained on page 50 thereof.

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-4

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

The Company respectfully submits that pages 78 and 81 of the Amendment set forth the key factors considered by the Company’s compensation committee in estimating the fair value of the Company’s common stock in order to determine the fair value of VAR grants made in September 2012.  As noted on page 77 of the Amendment, the Company granted an aggregate of 52,750 VARs in September 2012 at an exercise price per share of $20.34.  As of the date of the grants, the Company’s compensation committee determined the fair value of the Company’s common stock to be $20.34 per share, which corresponds to a total market value of $[****].  The underwriters, as part of the underwriting process, determined their estimate of the Company’s market value as a publicly-traded company to be $[****].

In contrast, the exercise undertaken by the Company and the underwriters in setting the anticipated offering range for the IPO, as set forth on the cover page of the preliminary prospectus, was quite different.  Although the total enterprise value of the Company was a critical factor in that process, the Company and the underwriters also had extensive discussions regarding the number of shares to be sold, the total size of the offering, the track record of successful IPO pricing for technology IPOs since 2010 and the various factors they believe that contributed to such success, including the composition of desired investors, the book-building process and other factors relative to the pricing of an IPO.  In looking at the track record of IPO pricings, factors included the size of the offering, the initial filing range, the initial mid-point of the range, whether the range was revised up or down during the road show, whether there was a revised filing range or midpoint as well as the final offering price.  The underwriters also reviewed with the Company IPO pricing outcomes for seven recent technology IPOs that were viewed as the primary comparables to the Company which included IPO discounts of [****]-[****]%.

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

SHUTTERSTOCK-5

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Given the foregoing, the underwriters recommended, and the Company’s management and Board of Directors agreed, that the price range to be put on the front cover page of the preliminary prospectus should be at a significant discount (the so-called IPO discount) to the price that the underwriters expect the shares will trade at in the public market following the IPO.

As described in the previous response letter, language has been added to page 81 of the Amendment under the heading “Anticipated Offering Price Range” that discloses the difference between the fair value determined for the most recent VAR grants and the anticipated IPO price and notes that the assumptions used in the two valuations were not materially different and the anticipated IPO price reflects a discount typical for transactions of this nature.  We respectfully advise the Staff that there has been, and we expect there to continue to be, significant analysis and debate about the appropriate pricing of IPOs and the market factors which drive it.  In this regard, we also reference Chairman Schapiro’s August 23, 2012 letter to The Honorable Darrell E. Issa, in which the Commission was asked to review the regulatory framework which dictate the manner in which IPOs are conducted and priced.  We believe that Chairman Shapiro provided a thoughtful and thorough review of the pricing and regulatory framework, including the book-building process leading up to the pricing of an IPO.  Her letter also notes the information that underwriters look to gather from prospective institutional investors during that process, which includes their price levels (i.e., indication of interest or conditional offer to buy) as well as what prices the prospective investor expects the shares will trade at after the offering is completed (e.g., at what price the stock will be trading three to six months after the offering).  These two factors drive the typical IPO discount as discussed in the preceding paragraph and Chairman Shapiro’s letter, which includes reference to the fact that IPO pricing typically “reflects the discount necessary to attract key institutional investors who are expected to be making a long-term investment commitment.”

We further advise the Staff that there have been no developments at the Company that have negatively impacted either its results of operations or its prospects since the point in time that the Company provided estimates to the third-party valuation firm and to the underwriters for their use in determining a fair value or a market value for the Company, respectively.

Furthermore, as discussed with the Staff, the Company would like to supplementally provide the Staff with additional background information with respect to the following sentence which appears on page 78 of the Amendment: “The third-party valuation effective as of December 15, 2011 also considered our potential value upon an initial public offering, subject to discounts relating to initial public offering trends in related industries and the projected timing of this offering.”  In preparing such valuation, the third-party valuation firm was provided with the valuations of the five investment banks that had made preliminary presentations in July 2011 to the Company in connection with a potential public offering, three of whom are currently underwriters in the offering.  The average “most likely value” determined by the third-party

CONFIDENTIAL TREATMENT REQUESTED BY SHUTTERSTOCK, INC.

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valuation firm based on the five preliminary valuations provided by such investment banks in July 2011 was approximately $[****].  The third-party valuation firm then noted in its report that based on IPO trends from July 2011 through December 15, 2011 (the valuation date), which showed a median decline of over [****]% for certain technology IPOs, it felt that the value of the Company estimated by the investment banks in July 2011 was overstated and determined a revised IPO estimate of $[****].  The third-party valuation firm then further looked at trend analyses of 20 technology IPOs in 2011, comparing their value at issue date, at July 1, 2011 and December 15, 2011 and noted a declining trend.  The third-party valuation firm then looked at the estimated time targeted for an IPO from the valuation date, which was nine months, and then applied an applicable discount factor for nine months and concluded the IPO value of the Company at the December 15, 2011 valuation date was $[****], which was one of the factors considered in determining their fair value for the Company and which was given a 40% weight as disclosed on page 78 of the Amendment.  In subsequent valuation reports, the third-party valuation firm relied on the estimated value of the Company provided by the three investment banks that had actually been selected to lead the Company’s IPO, which investment