X0206 3 2013-11-14 0 0001478484 zulily, inc. ZU 0001287613 VADON MARK C C/O ZULILY, INC. 2200 FIRST AVENUE SOUTH SEATTLE WA 98134 1 1 1 0 Chairman of the Board Class B Common Stock Class A Common Stock 74232 D Class B Common Stock Class A Common Stock 24925766 I By Lake Tana LLC Series Seed Preferred Stock Class B Common Stock 4419887 D Series A Preferred Stock Class B Common Stock 3597800 D Series A Preferred Stock Class B Common Stock 1125000 I By Vadon Holdings, LLC Stock Option (Right to Buy) 10.28 2023-05-15 Class B Common Stock 1315390 D 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. Not applicable. 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. 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. 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). /s/ Deirdre Runnette 2013-11-14