SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

VADON MARK C

(Last)

(First)

(Middle)

C/O ZULILY, INC.

2200 FIRST AVENUE SOUTH

(Street)

SEATTLE

98134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2013

3. Issuer Name and Ticker or Trading Symbol
zulily, inc. [ ZU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽²⁾	Class A Common Stock	74,232	⁽¹⁾	D
Class B Common Stock	⁽¹⁾	⁽²⁾	Class A Common Stock	24,925,766	⁽¹⁾	I	By Lake Tana LLC
Series Seed Preferred Stock	⁽³⁾	⁽²⁾	Class B Common Stock⁽¹⁾	4,419,887	⁽³⁾	D
Series A Preferred Stock	⁽⁴⁾	⁽²⁾	Class B Common Stock⁽¹⁾	3,597,800	⁽⁴⁾	D
Series A Preferred Stock	⁽⁴⁾	⁽²⁾	Class B Common Stock⁽¹⁾	1,125,000	⁽⁴⁾	I	By Vadon Holdings, LLC
Stock Option (Right to Buy)	⁽⁵⁾	05/15/2023	Class B Common Stock⁽¹⁾	1,315,390	$10.28	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. 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 transfer described in the issuer's Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes.

2. Not applicable.

3. The Series Seed Preferred Stock is convertible into Class B Common Stock at the option of the holder. The Series Seed Preferred Stock will automatically convert into Class B Common Stock on a 1-to-1 basis upon closing of the initial public offering of the issuer.

4. The Series A Preferred Stock is convertible into Class B Common Stock at the option of the holder. The Series A Preferred Stock will automatically convert into Class B Common Stock on a 1-to-1 basis upon closing of the initial public offering of the issuer.

5. The option is early-exercisable at any time by the holder of the option. This option is divided into five equal sub-grants. Each sub-grant has a term of four years and vests in 48 monthly installments commencing on the following dates: May 16, 2013 (first sub-grant), May 16, 2014 (second sub-grant), May 16, 2015 (third sub-grant), May 16, 2016 (fourth sub-grant) and May 16, 2017 (fifth sub-grant).

Remarks:

	/s/ Deirdre Runnette	11/14/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.