Sec Form 4 Filing - Atchison David Lee @ zulily, inc. - 2015-10-01

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 Atchison David Lee 2. Issuer Name and Ticker or Trading Symbol zulily, inc. [ ZU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP, Marketing (Last) (First) (Middle) C/O ZULILY, INC., 2601 ELLIOTT AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2015 (Street) SEATTLE, WA98121 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 10/01/2015 D 426,100 D 0 D Class A Common Stock 10/01/2015 D 439,750 D 0 I By Tank and Bear LLC

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 Stock Option (Right to Buy) $ 0.728 ( 2 ) ( 3 ) 10/01/2015 D 125,000 ( 2 ) 06/26/2021 Class B Common Stock ( 4 ) 125,000 ( 2 ) ( 3 ) 0 D Stock Option (Right to Buy) $ 7.48 ( 2 ) ( 3 ) 10/01/2015 D 53,472 ( 2 ) 11/05/2022 Class B Common Stock ( 4 ) 53,472 ( 2 ) ( 3 ) 0 D Stock Option (Right to Buy) $ 7.48 ( 2 ) ( 3 ) 10/01/2015 D 46,528 ( 2 ) 11/05/2022 Class B Common Stock ( 4 ) 46,528 ( 2 ) ( 3 ) 0 D Stock Option (Right to Buy) $ 41.86 ( 2 ) ( 3 ) 10/01/2015 D 100,000 ( 2 ) 02/19/2024 Class A Common Stock 100,000 ( 2 ) ( 3 ) 0 D Stock Option (Right to Buy) $ 18.62 ( 2 ) ( 3 ) 10/01/2015 D 80,500 ( 2 ) 02/05/2025 Class A Common Stock 80,500 ( 2 ) ( 3 ) 0 D Restricted Stock Units $ 0 ( 5 ) 10/01/2015 D 40,250 ( 6 ) ( 6 ) Class A Common Stock 40,250 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atchison David Lee C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE, WA98121 Senior VP, Marketing Signatures /s/ Brian Woodard, Attorney-in-Fact 10/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"), and the Offer (as defined in the Agreement), each share of Issuer Class A Common Stock and Class B Common Stock was tendered for (i) $9.375 per share in cash, without interest and less any required withholding taxes, and (ii) the right to receive 0.3098 (subject to adjustment as set forth in the Agreement) of a share of Liberty Interactive Corporation's Series A QVC Group Common Stock. ( 2 )Pursuant to the terms of 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 vesting schedule of the option remains unchanged. ( 3 )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. ( 4 )Each share of Class B Common Stock was 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 would have converted 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. ( 5 )Each restricted stock unit (the "RSU") represented a contingent right to receive one share of the Issuer's Class A Common Stock. ( 6 )Pursuant to the terms of the Agreement, this RSU was assumed by Liberty Interactive Corporation and became an RSU with respect to 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 in this Form 4) and rounding the resulting number down to the nearest whole number of shares of Liberty Interactive Corporation's Series A QVC Group Common Stock. The vesting schedule of the RSU remains unchanged.

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