X0306 4 2014-05-19 0 0001478484 zulily, inc. ZU 0001590711 Spieth Robert C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 0 1 0 0 Chief Operating Officer Class A Common Stock 2014-05-19 4 C 0 600 0.00 A 600 D Class A Common Stock 2014-05-19 4 G 0 600 0.00 D 0 D Stock Option (Right to Buy) 7.92 2014-05-19 4 M 0 600 0.00 D 2023-02-04 Class B Common Stock 600 603150 D Class B Common Stock 2014-05-19 4 M 0 600 0.00 A Class A Common Stock 600 600 D Class B Common Stock 2014-05-19 4 C 0 600 0.00 D Class A Common STock 600 0 D Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock This transaction is being voluntarily reported on this Form 4 in lieu of a Form 5 after the close of the company's fiscal year end. The option was exercised. The shares subject to this option shall vest and become exercisable at a rate of twenty-five percent of the total number of shares on the one-year anniversary of the vesting commencement date and 1/48th of the total number of shares each monthly anniversary of the vesting commencement date thereafter for so long as the recipient of the option provides continuous service to the issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the vesting commencement date. 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/ Robert Spieth 2014-05-21