SEC Form 4 · accession 0001209191-15-068896
zulily, inc. · ZU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark C Vadon
Officer — Chairman of the Board · Director · 10% Owner
Lake Tana LLC
10% Owner
Period of report
Aug 28, 2015
Accepted (ET)
Sep 1, 2015 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001478484
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F1,F3 | — | Aug 28, 2015 | J | 2,200,000 | D | — | — | Class A Common Stock | 2,200,000 | 22,725,766 | I |
| Class B Common StockF1,F3 | — | Aug 28, 2015 | J | 1,100,000 | A | — | — | Class A Common Stock | 1,100,000 | 9,191,919 | D |
| Class B Common StockF6,F1,F3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 0 | 1,125,000 | I |
Explanation of responses
- F1Each 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.
- F2On 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.
- F3Not applicable.
- F4Mr. 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.
- F5There has been no change to the number of shares of Class B Common Stock that this entity holds.
- F6Mr. 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.