0000902664-15-000908.txt : 20150218 0000902664-15-000908.hdr.sgml : 20150216 20150217100154 ACCESSION NUMBER: 0000902664-15-000908 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: zulily, inc. CENTRAL INDEX KEY: 0001478484 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 271202150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87741 FILM NUMBER: 15618695 BUSINESS ADDRESS: STREET 1: 2601 ELLIOTT AVENUE, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: (877) 779-5614 MAIL ADDRESS: STREET 1: 2601 ELLIOTT AVENUE, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98121 FORMER COMPANY: FORMER CONFORMED NAME: Zulily, Inc. DATE OF NAME CHANGE: 20091217 FORMER COMPANY: FORMER CONFORMED NAME: BSI Holdings, Inc. DATE OF NAME CHANGE: 20091210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Ridge Capital, L.L.C. CENTRAL INDEX KEY: 0001062589 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 446-6210 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: BLUE RIDGE CAPITAL LLC DATE OF NAME CHANGE: 19990325 SC 13G/A 1 p15-0265sc13ga.htm ZULILY, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

zulily, inc.

(Name of Issuer)
 

Class A Common Stock

(Title of Class of Securities)
 

989774104

(CUSIP Number)
 

December 31, 2014

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 98977410413G/APage 2 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Blue Ridge Limited Partnership

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.00%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 98977410413G/APage 3 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Blue Ridge Offshore Master Limited Partnership

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, BWI

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.00%

12

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 98977410413G/APage 4 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Blue Ridge Capital, L.L.C.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.00%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 98977410413G/APage 5 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

John A. Griffin

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

  
6

SHARED VOTING POWER

-0-

  
7

SOLE DISPOSITIVE POWER

-0-

  
8

SHARED DISPOSITIVE POWER

-0-

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.00%

  
12

TYPE OF REPORTING PERSON

IN

  
           

 

 

 
CUSIP No. 98977410413G/APage 6 of 10 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is zulily, inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 2601 Elliott Avenue, Suite 200, Seattle, Washington 98121.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Blue Ridge Limited Partnership, a New York limited partnership ("BRLP"), with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by it;
   
  (ii) Blue Ridge Offshore Master Limited Partnership, a Cayman Islands exempted limited partnership ("BROMLP"), with respect to the shares of Common Stock directly held by it;
   
  (iii) Blue Ridge Capital, L.L.C., a New York limited liability company ("BRC"), which serves as the Investment Manager to BRLP and BROMLP, with respect to the shares of Common Stock directly held by BRLP and BROMLP;
     
  (iv)

John A. Griffin with respect to the shares of Common Stock directly held by BRLP and BROMLP.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of Mr. Griffin, BRLP and BRC is 660 Madison Avenue, 20th Floor, New York, NY  10065-8405.  The address of the business office of BROMLP is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

 

Item 2(c). CITIZENSHIP:

 

  BRLP is a limited partnership organized under the laws of the State of New York.  BROMLP is an exempted limited partnership organized under the laws of the Cayman Islands.  BRC is a limited liability company organized under the laws of the State of New York.  Mr. Griffin is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Common Stock, $0.0001 par value (the "Common Stock")

 

 
CUSIP No. 98977410413G/APage 7 of 10 Pages

 

Item 2(e). CUSIP NUMBER:
   
  989774104

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ____________________________________________

   

 

Item 4. OWNERSHIP.

 

    The percentages used herein are calculated based upon 58,512,210 shares of Common Stock issued and outstanding as of November 4, 2014, as reflected in the Company's 10-Q, filed on November 6, 2014.
     
  A. BRLP
      (a) Amount beneficially owned:  -0-
      (b) Percent of class: 0.00%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  -0-
        (iii) Sole power to dispose or direct the disposition:  -0-
 
CUSIP No. 98977410413G/APage 8 of 10 Pages

 

        (iv) Shared power to dispose or direct the disposition of:  -0-

 

  B. BROMLP
      (a) Amount beneficially owned:  -0-
      (b) Percent of class:  0.00%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  -0-
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  -0-

 

  C. BRC
      (a) Amount beneficially owned:  -0-
      (b) Percent of class:  0.00%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  -0-
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  -0-

 

  D. John A. Griffin
      (a) Amount beneficially owned:  -0-
      (b) Percent of class:  0.00%
      (c) (i) Sole power to vote or direct the vote:  -0-
        (ii) Shared power to vote or direct the vote:  -0-
        (iii) Sole power to dispose or direct the disposition:  -0-
        (iv) Shared power to dispose or direct the disposition:  -0-

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

 
CUSIP No. 98977410413G/APage 9 of 10 Pages

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 98977410413G/APage 10 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 17, 2015

 

BLUE RIDGE LIMITED PARTNERSHIP    
     
By: Blue Ridge Capital, L.L.C., as its
Investment Manager		    
     
By: /s/ John A. Griffin    
Name: John A. Griffin    
Title: Managing Member    
     
BLUE RIDGE OFFSHORE MASTER LIMITED PARTNERSHIP    
     
By: Blue Ridge Capital, L.L.C.,
as its Investment Manager		    
     
By: /s/ John A. Griffin    
Name: John A. Griffin    
Title: Managing Member    
     
BLUE RIDGE CAPITAL, L.L.C.    
     
     
By: /s/ John A. Griffin    
Name: John A. Griffin    
Title: Managing Member    
     
     

JOHN A. GRIFFIN

 

    
/s/ John A. Griffin