SC 13G

0001193125-14-054663.txt : 20140214 0001193125-14-054663.hdr.sgml : 20140214 20140214155159 ACCESSION NUMBER: 0001193125-14-054663 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: CLAYTON LEWIS GROUP MEMBERS: DAN LEVITAN GROUP MEMBERS: JASON STOFFER GROUP MEMBERS: MAVERON GENERAL PARTNER IV LLC GROUP MEMBERS: MAVERON IV ENTREPRENEURS' FUND, L.P. GROUP MEMBERS: MEP ASSOCIATES IV, L.P. GROUP MEMBERS: PETE MCCORMICK 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-87741 FILM NUMBER: 14616051 BUSINESS ADDRESS: STREET 1: 2200 FIRST AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: (877) 779-5614 MAIL ADDRESS: STREET 1: 2200 FIRST AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 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: MAVERON EQUITY PARTNERS IV LP CENTRAL INDEX KEY: 0001429493 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE SOUTH STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 206-288-1700 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE SOUTH STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98104 SC 13G 1 d680004dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

zulily, inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

989774 104

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	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. 989774 104


1.	Names of Reporting Persons Maveron Equity Partners IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power Not applicable.
		6.	Shared Voting Power 24,213,079⁽¹⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽²⁾
12.	Type of Reporting Person (see instructions) PN

(1)

Consists of (a) 21,694,914 shares of Class B common stock held by Maveron Equity Partners IV, L.P. (Maveron Equity Partners), (b) 702,182 shares of Class B common stock held by Maveron IV Entrepreneurs’ Fund, L.P. (Maveron Entrepreneurs’ Fund) and (c) 1,815,983 shares of Class B common stock held by MEP Associates IV, L.P. (MEP Associates). Maveron General Partner IV LLC (Maveron General Partner), the general partner of Maveron Equity Partners, Maveron Entrepreneurs’ Fund and MEP Associates, has sole voting and investment power with respect to the shares held by Maveron Equity Partners, Maveron Entrepreneurs’ Fund and MEP Associates. The managing members of Maveron General Partner are Dan Levitan, Clayton Lewis, Pete McCormick and Jason Stoffer. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in the issuer’s amended and restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes.

(2)

Based on 13,225,000 shares of Class A Common Stock outstanding on December 31, 2013. Assumes the conversion of the Class B Common Stock held by the Reporting Person into Class A Common Stock and the exercise of Reporting Person’s options exercisable as of or within 60 days of December 31, 2013, and the conversion of the resulting shares Class B Common Stock into Class A Common Stock. The 24,213,079 shares of Class B Common Stock held by the Reporting Person represent 19.6% of the Issuer’s outstanding Common Stock, based on a total of 123,384,785 outstanding shares as of December 31, 2013, which represents 13,225,000 shares of Class A Common Stock and 110,159,785 shares of Class B Common Stock.


CUSIP No. 989774 104


1.	Names of Reporting Persons Maveron IV Entrepreneurs’ Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power Not applicable.
		6.	Shared Voting Power 24,213,079⁽³⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽³⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽³⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽⁴⁾
12.	Type of Reporting Person (see instructions) PN

(3)

(4)


CUSIP No. 989774 104


1.	Names of Reporting Persons MEP Associates IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power Not applicable.
		6.	Shared Voting Power 24,213,079⁽⁵⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽⁵⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽⁵⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽⁶⁾
12.	Type of Reporting Person (see instructions) PN

(5)

(6)


CUSIP No. 989774 104


1.	Names of Reporting Persons Maveron General Partner IV LLC
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 24,213,079⁽⁷⁾
		6.	Shared Voting Power Not applicable.
		7.	Sole Dispositive Power 24,213,079⁽⁷⁾
		8.	Shared Dispositive Power Not applicable.
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽⁷⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽⁸⁾
12.	Type of Reporting Person (see instructions) OO

(7)

(8)


CUSIP No. 989774 104


1.	Names of Reporting Persons Dan Levitan
2.	Check the Appropriate Box if a Member of a Group (see instructions) (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 Not applicable.
		6.	Shared Voting Power 24,213,079⁽⁹⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽⁹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽⁹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽¹⁰⁾
12.	Type of Reporting Person (see instructions) IN

(9)

(10)


CUSIP No. 989774 104


1.	Names of Reporting Persons Clayton Lewis
2.	Check the Appropriate Box if a Member of a Group (see instructions) (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 Not applicable.
		6.	Shared Voting Power 24,213,079⁽¹¹⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽¹¹⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽¹¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽¹²⁾
12.	Type of Reporting Person (see instructions) IN

(11)

(12)


CUSIP No. 989774 104


1.	Names of Reporting Persons Pete McCormick
2.	Check the Appropriate Box if a Member of a Group (see instructions) (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 Not applicable.
		6.	Shared Voting Power 24,213,079⁽¹³⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽¹³⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽⁷⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽¹⁴⁾
12.	Type of Reporting Person (see instructions) IN

(13)

(14)


CUSIP No. 989774 104


1.	Names of Reporting Persons Jason Stoffer
2.	Check the Appropriate Box if a Member of a Group (see instructions) (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 Not applicable.
		6.	Shared Voting Power 24,213,079⁽¹⁵⁾
		7.	Sole Dispositive Power Not applicable.
		8.	Shared Dispositive Power 24,213,079⁽¹⁵⁾
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,213,079 shares⁽¹⁵⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
11.	Percent of Class Represented by Amount in Row 9 64.7%⁽¹⁶⁾
12.	Type of Reporting Person (see instructions) IN

(15)

(16)


Item 1(a).	Name of Issuer: zulily, inc.

Item 1(b).	Address of Issuer’s Principal Executive Offices: 2200 First Avenue South Seattle, WA 98134

Item 2(a).	Name of Person Filing: (i) Maveron Equity Partners IV, L.P. (ii) MEP Associates IV, L.P. (iii) Maveron IV Entrepreneurs’ Fund, L.P. (iv) Maveron General Partner IV LLC (v) Dan Levitan (vi) Clayton Lewis (vii) Pete McCormick (viii) Jason Stoffer

Item 2(b).	Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: 411 First Avenue South Suite 600 Seattle, Washington 98104

Item 2(c).	Citizenship: Maveron Equity Partners IV, L.P., MEP Associates IV, L.P. and Maveron IV Entrepreneurs’ Fund, L.P. are Delaware limited partnerships and Maveron General Partner IV LLC is a Delaware limited liability company. Each of Mr. Levitan, Mr. Lewis, Mr. McCormick and Mr. Stoffer are United States citizens.

Item 2(d).	Title of Class of Securities: Class A Common Stock

Item 2(e).	CUSIP Number: 989774 104

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)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with §240.13d–1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than 5 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 or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of a Group

Not applicable.

Item 10.

Certification

Not applicable.

Material to be Filed as Exhibits.

Exhibit A – Agreement regarding filing of joint Schedule 13G.

Exhibit B – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

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

Date: February 14, 2014

Entities:

Maveron Equity Partners IV, L.P.

MEP Associates IV, L.P.

Maveron IV Entrepreneurs’ Fund, L.P.

Maveron General Partner IV LLC

Dan Levitan

Clayton Lewis

Pete McCormick

Jason Stoffer

By:

/s/ Pete McCormick

Pete McCormick,

as General Partner or Managing Member or as attorney-in-fact for the above-listed entities.

EX-99.1 2 d680004dex991.htm EX-99.1 EX-99.1

EXHIBIT A

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of zulily, inc.

EXECUTED this 14th day of February, 2014

Entities:

Maveron Equity Partners IV, L.P.

MEP Associates IV, L.P.

Maveron IV Entrepreneurs’ Fund, L.P.

Maveron General Partner IV LLC

Dan Levitan

Clayton Lewis

Pete McCormick

Jason Stoffer

By:

/s/ Pete McCormick

Pete McCormick,

as General Partner or Managing Member or as attorney-in-fact for the above-listed entities.

EX-99.2 3 d680004dex992.htm EX-99.2 EX-99.2

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Dan Levitan, Pete McCormick, Clayton Lewis and Jason Stoffer and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 14^th day of February, 2014.

/s/ Dan Levitan

Dan Levitan

/s/ Pete McCormick

Pete McCormick

/s/ Clayton Lewis

Clayton Lewis

/s/ Jason Stoffer

Jason Stoffer