X0306 4 2014-06-16 0 0001478484 zulily, inc. ZU 0001404743 STOLZMAN MARC D C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 0 1 0 0 Chief Financial Officer Class A Common Stock 2014-06-16 4 C 0 3200 A 3200 D Class A Common Stock 2014-06-16 4 S 0 3200 38.5977 D 0 D Class A Common Stock 2014-06-17 4 C 0 3200 A 3200 D Class A Common Stock 2014-06-17 4 S 0 3200 38.7458 D 0 D Stock Option (Right to Buy) 7.48 2014-06-16 4 M 0 3200 0.00 D 2022-11-05 Class B Common Stock 3200 684910 D Class B Common Stock 2014-06-16 4 M 0 3200 0.00 A Class A Common Stock 3200 3200 D Class B Common Stock 2014-06-16 4 C 0 3200 0.00 D Class A Common Stock 3200 0 D Stock Option (Right to Buy) 7.48 2014-06-17 4 M 0 3200 0.00 D 2022-11-05 Class B Common Stock 3200 681710 D Class B Common Stock 2014-06-17 4 M 0 3200 0.00 A Class A Common Stock 3200 3200 D Class B Common Stock 2014-06-17 4 C 0 3200 0.00 D Class A Common Stock 3200 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. Shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.22 to $39.02, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.40 to $39.24, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 4 to this Form 4. 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 transfers 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/ Marc Stolzman 2014-06-18