SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAVERON EQUITY PARTNERS IV LP

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/20/2013		C		3,018,750⁽¹⁾	A	⁽²⁾	3,018,750⁽¹⁾	D
Class A Common Stock	11/20/2013		S		3,018,750⁽¹⁾	D	$22	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽³⁾	11/20/2013		C			23,226,212⁽¹⁾	⁽³⁾	⁽³⁾	Class B Common Stock	23,226,212⁽¹⁾	⁽³⁾	0⁽¹⁾	D
Class B Common Stock	⁽²⁾	11/20/2013		C		23,226,212⁽¹⁾		⁽²⁾	⁽⁴⁾	Class A Common Stock	23,226,212⁽¹⁾	⁽²⁾	24,367,949⁽¹⁾	D
Series B Preferred Stock	⁽⁵⁾	11/20/2013		C			2,863,880⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	2,863,880⁽¹⁾	⁽⁵⁾	0⁽¹⁾	D
Class B Common Stock	⁽²⁾	11/20/2013		C		2,863,880⁽¹⁾		⁽²⁾	⁽⁴⁾	Class A Common Stock	2,863,880⁽¹⁾	⁽²⁾	27,231,829⁽¹⁾	D
Class B Common Stock	⁽²⁾	11/20/2013		C			3,018,750	⁽²⁾	⁽⁴⁾	Class A Common Stock	3,018,750	⁽²⁾	24,213,079⁽¹⁾	D

1. Name and Address of Reporting Person^*

MAVERON EQUITY PARTNERS IV LP

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Maveron General Partner IV LLC

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MAVERON IV ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MEP ASSOCIATES IV LP

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Includes shares held by Maveron Equity Partners IV, L.P. ("Maveron IV"), Maveron IV Entrepreneurs' Fund, L.P. ("Maveron-Entrepreneurs") and MEP Associates IV, L.P. ("MEP Associates"). Maveron General Partner IV LLC ("Maveron GP") serves as the general partner of each of Maveron IV, Maveron-Entrepreneurs and MEP Associates and has sole voting and investment power with respect to the shares held by Maveron IV, Maveron-Entrepreneurs and MEP Associates.

2. 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.

3. 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.

4. Not applicable.

5. The Series B 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.

Remarks:

	/s/ Deirdre Runnette	11/22/2013
	/s/ Deirdre Runnette	11/22/2013
	/s/ Deirdre Runnette	11/22/2013
	/s/ Deirdre Runnette	11/22/2013
	** Signature of Reporting Person	Date
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