X0306 4 2015-08-28 0 0001478484 zulily, inc. ZU 0001287613 VADON MARK C C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 1 1 1 0 Chairman of the Board 0001590516 Lake Tana LLC C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 0 0 1 0 Class B Common Stock 2015-08-28 4 J 0 2200000 0.00 D Class A Common Stock 2200000 22725766 I By Lake Tana LLC Class B Common Stock 2015-08-28 4 J 0 1100000 0.00 A Class A Common Stock 1100000 9191919 D Class B Common Stock Class A Common Stock 0 1125000 I By Vadon Holdings, LLC 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. On August 28, 2015, Lake Tana LLC distributed 2,200,000 shares of Class B Common Stock for no consideration to its members, Mr. Vadon and a grantor retained annuity trust. Neither Lake Tana LLC nor Mr. Vadon has investment control over the securities held by the grantor retained annuity trust. Not applicable. Mr. Vadon is the manager of Lake Tana LLC and has sole voting and investment power with respect to the shares held by Lake Tana LLC. There has been no change to the number of shares of Class B Common Stock that this entity holds. Mr. Vadon is the manager of Vadon Holdings, LLC and has sole voting and investment power with respect to the shares held by Vadon Holdings, LLC. /s/ Deirdre Runnette, Attorney-in-Fact 2015-09-01