Zulily (ZU) Form 4 zulily / MARK C VADON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VADON MARK C

(Last) (First) (Middle)

C/O ZULILY, INC.

2601 ELLIOTT AVENUE, SUITE 200

(Street)

SEATTLE WA 98121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
zulily, inc. [ ZU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	08/28/2015		J(2)			2,200,000	(1)	(3)	Class A Common Stock	2,200,000	$0.00	22,725,766	I	By Lake Tana LLC(4)
Class B Common Stock	(1)	08/28/2015		J(2)		1,100,000		(1)	(3)	Class A Common Stock	1,100,000	$0.00	9,191,919	D
Class B Common Stock	(1)							(1)	(3)	Class A Common Stock	0(5)		1,125,000	I	By Vadon Holdings, LLC(6)

1. Name and Address of Reporting Person^*

VADON MARK C

(Last) (First) (Middle)

C/O ZULILY, INC.

2601 ELLIOTT AVENUE, SUITE 200

(Street)

SEATTLE WA 98121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lake Tana LLC

(Last) (First) (Middle)

C/O ZULILY, INC.

2601 ELLIOTT AVENUE, SUITE 200

(Street)

SEATTLE WA 98121

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Not applicable.

4. 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.

5. There has been no change to the number of shares of Class B Common Stock that this entity holds.

6. 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.

Remarks:

	/s/ Deirdre Runnette, Attorney-in-Fact	09/01/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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