Sec Form 4 Filing - LEVITAN DAN @ zulily, inc. - 2014-05-13

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LEVITAN DAN 2. Issuer Name and Ticker or Trading Symbol zulily, inc. [ ZU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 411 FIRST AVENUE SOUTH, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2014 (Street) SEATTLE, WA98104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 05/13/2014 C 5,000,000 ( 1 ) A 5,000,000 ( 1 ) I See note ( 1 ) Class A Common Stock 05/14/2014 J( 3 ) 5,000,000 ( 1 ) D $ 0 0 I See note ( 1 ) Class A Common Stock 05/14/2014 J( 4 ) 962,000 A $ 0 962,000 ( 5 ) I See note ( 5 ) Class A Common Stock 05/14/2014 J( 6 ) 962,000 D $ 0 0 I See note ( 5 ) Class A Common Stock 05/14/2014 J( 7 ) 191,638 A $ 0 191,638 D Class A Common Stock 05/14/2014 J( 8 ) 59,406 A $ 0 251,045 D Class A Common Stock 05/14/2014 J( 8 ) 14,851 A $ 0 14,851 I See note ( 9 ) Class A Common Stock 05/14/2014 J( 10 ) 96,261 A $ 0 96,261 ( 11 ) I See note ( 11 ) Class A Common Stock 05/14/2014 S 19,350 ( 11 ) D $ 28.88 ( 12 ) 76,911 ( 11 ) I See note ( 11 ) Class A Common Stock 05/14/2014 S 6,088 ( 11 ) D $ 30.09 ( 13 ) 70,823 ( 11 ) I See note ( 11 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 2 ) 05/13/2014 C 5,000,000 ( 2 ) ( 14 ) Class A Common Stock 5,000,000 ( 2 ) 19,213,079 ( 1 ) I See note ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVITAN DAN 411 FIRST AVENUE SOUTH, SUITE 600 SEATTLE, WA98104 X Signatures /s/ Pete McCormick, acting as attorney-in-fact for Dan Levitan 05/15/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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"). ( 4 )Shares acquired by Maveron GP in connection with the Distribution of such shares to the partners of Maveron IV and Maveron-Entrepreneurs. ( 5 )Shares are owned directly by Maveron GP. ( 6 )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"). ( 7 )Shares acquired by the Reporting Person in connection with the GP Distribution. ( 8 )Shares acquired by the Reporting Person in connection with the Distribution of such shares to the partners of MEP Associates. ( 9 )Shares are owned directly by Dan Levitan's family trust. ( 10 )Shares acquired by Maveron, LLC in connection with the GP Distribution and the MEP Associates Distribution. ( 11 )Shares are owned directly by Maveron, LLC. Mr. Levitan is a managing member of Maveron, LLC. ( 12 )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. ( 13 )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. ( 14 )Not applicable.

Remarks: The reporting person disclaims beneficial ownership of any securities except to the extent of the reporting person's pecuniary interest in such securities.

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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