X0306 4 2013-11-20 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 Series Seed Preferred Stock 2013-11-20 4 C 0 4419887 D Class B Common Stock 4419887 0 D Class B Common Stock 2013-11-20 4 C 0 4419887 A Class A Common Stock 4419887 4494119 D Series A Preferred Stock 2013-11-20 4 C 0 3597800 D Class B Common Stock 3597800 0 D Class B Common Stock 2013-11-20 4 C 0 3597800 A Class A Common Stock 3597800 8091919 D Series A Preferred Stock 2013-11-20 4 C 0 1125000 D Class B Common Stock 1125000 0 I By Vadon Holdings Class B Common Stock 2013-11-20 4 C 0 1125000 A Class A Common Stock 1125000 26050766 I See Note 6 The Series Seed Preferred Stock automatically converted into Class B Common Stock on a 1-to-1 basis upon closing of the initial public offering of the issuer. 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 A Preferred Stock automatically converted into Class B Common Stock on a 1-to-1 basis upon closing of the initial public offering of the issuer. Mr. Vadon also indirectly beneficially owns the shares identified in Note 6 below. Includes shares held by Vadon Holdings, LLC ("Vadon Holdings") and Lake Tana LLC ("Lake Tana"). Mr. Vadon is the manager of both Vadon Holdings and Lake Tana and has sole voting and investment power with respect to the shares held by Vadon Holdings and Lake Tana. /s/ Deirdre Runnette 2013-11-22