X0306 4 2014-05-05 0 0001478484 zulily, inc. ZU 0001191211 POTTER MICHAEL J C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 1 0 0 0 Class A Common Stock 2014-05-05 4 C 0 50000 A 50000 D Class B Common Stock 2014-05-05 4 C 0 50000 D Class A Common Stock 50000 0 D Each share of Class B Common Stock was convertible at any time at the option of the holder into one share of Class A Common Stock. 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. /s/ Michael J. Potter 2014-05-07