X0306 4 2015-10-01 1 0001478484 zulily, inc. ZU 0001590849 Gupta Mike C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 1 0 0 0 Stock Option (Right to Buy) 18.62 2015-10-01 4 D 0 4701 D 2025-02-05 Class A Common Stock 4701 0 D Stock Option (Right to Buy) 18.62 2015-10-01 4 D 0 1959 D 2025-02-05 Class A Common Stock 1959 0 D Stock Option (Right to Buy) 13.28 2015-10-01 4 D 0 20219 D 2025-05-13 Class A Common Stock 20219 0 D Per the terms of the Agreement and Plan of Reorganization, dated August 16, 2015, by and among the Issuer, Liberty Interactive Corporation, a Delaware corporation, Mocha Merger Sub, Inc., a Delaware corporation, and Ziggy Merger Sub, LLC, a Delaware limited liability company (the "Agreement"), this option was assumed by Liberty Interactive Corporation and became an option to purchase a number of shares of Liberty Interactive Corporation's Series A QVC Group Common Stock equal to (i) the number of shares set forth in Column 5 of Table II multiplied by (ii) the Conversion Ratio (as described below) and rounding the resulting number down to the nearest whole number of shares of Liberty Interactive Corporation's Series A QVC Group Common Stock. This option's exercise price per share was also adjusted by dividing the exercise price set forth in Column 2 of Table II by the Conversion Ratio, and rounding the resulting exercise price up to the nearest whole cent. The Conversion Ratio equals (a) 0.3098 plus (b) the quotient of $9.375 divided by the volume weighted average closing sale price of one share of Liberty Interactive Corporation's Series A QVC Group Common Stock as reported over the ten consecutive trading day period ending on and including September 29, 2015. The vesting schedule of the option remains unchanged. /s/ Brian Woodard, Attorney-in-Fact 2015-10-05