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Filing Details

Accession Number:: 0001181431-14-019834
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-15 17:51:38
Reporting Period:: 2014-05-13

Filing Date:: 2014-05-15
Accepted Time:: 2014-05-15 17:51:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1478484	Zulily Inc.	ZU	Retail-Catalog & Mail-Order Houses (5961)	271202150

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1202435	Dan Levitan	411 First Avenue South, Suite 600 Seattle WA 98104		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-05-13	5,000,000	$0.00	5,000,000	No	4	C	Indirect	See note
Class A Common Stock	Disposition	2014-05-14	5,000,000	$0.00	0	No	4	J	Indirect	See note
Class A Common Stock	Acquisiton	2014-05-14	962,000	$0.00	962,000	No	4	J	Indirect	See note
Class A Common Stock	Disposition	2014-05-14	962,000	$0.00	0	No	4	J	Indirect	See note
Class A Common Stock	Acquisiton	2014-05-14	191,638	$0.00	191,638	No	4	J	Direct
Class A Common Stock	Acquisiton	2014-05-14	59,406	$0.00	251,045	No	4	J	Direct
Class A Common Stock	Acquisiton	2014-05-14	14,851	$0.00	14,851	No	4	J	Indirect	See note
Class A Common Stock	Acquisiton	2014-05-14	96,261	$0.00	96,261	No	4	J	Indirect	See note
Class A Common Stock	Disposition	2014-05-14	19,350	$28.88	76,911	No	4	S	Indirect	See note
Class A Common Stock	Disposition	2014-05-14	6,088	$30.09	70,823	No	4	S	Indirect	See note

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See note
No	4	J	Indirect	See note
No	4	J	Indirect	See note
No	4	J	Indirect	See note
No	4	J	Direct
No	4	J	Direct
No	4	J	Indirect	See note
No	4	J	Indirect	See note
No	4	S	Indirect	See note
No	4	S	Indirect	See note

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2014-05-13	5,000,000	$0.00	5,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
19,213,079			No	4	C	Indirect

Footnotes

Includes shares held by Maveron Equity Partners IV, L.P. ("Maveron IV"), Maveron IV Entrepreneurs' Fund, L.P. ("Maveron-Entrepreneurs") and MEP Associates IV, L.P. ("MEP Associates"). Maveron General Partner IV LLC ("Maveron GP") serves as the general partner of each of Maveron IV, Maveron-Entrepreneurs and MEP Associates and has sole voting and investment power with respect to the shares held by Maveron IV, Maveron-Entrepreneurs and MEP Associates. Mr. Levitan is a managing member of Maveron GP.
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.
Maveron IV, Maveron-Entrepreneurs and MEP Associates made pro rata distributions for no consideration of 5,000,000 shares of common stock of the issuer to their partners on May 14, 2014 (the "Distribution").
Shares acquired by Maveron GP in connection with the Distribution of such shares to the partners of Maveron IV and Maveron-Entrepreneurs.
Shares are owned directly by Maveron GP.
Maveron GP made pro rata distributions for no consideration of 962,000 shares of common stock of the issuer to its members on May 14, 2014 (the "GP Distribution").
Shares acquired by the Reporting Person in connection with the GP Distribution.
Shares acquired by the Reporting Person in connection with the Distribution of such shares to the partners of MEP Associates.
Shares are owned directly by Dan Levitan's family trust.
Shares acquired by Maveron, LLC in connection with the GP Distribution and the MEP Associates Distribution.
Shares are owned directly by Maveron, LLC. Mr. Levitan is a managing member of Maveron, LLC.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.75 to $29.69, 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 12 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 $29.81 to $30.15, 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 13 to this Form 4.
Not applicable.