SEC Form 4 · accession 0001209191-15-074080
zulily, inc. · ZU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Geschke
Director
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 6:13 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1,F2,F3 | $40.70 | Oct 1, 2015 | D | 2,117 | D | — | Feb 20, 2024 | Class A Common Stock | 2,117 | 0 | D |
| Stock Option (Right to Buy)F1,F2,F3 | $34.60 | Oct 1, 2015 | D | 6,217 | D | — | May 18, 2024 | Class A Common Stock | 6,217 | 0 | D |
| Stock Option (Right to Buy)F1,F2,F3 | $34.60 | Oct 1, 2015 | D | 805 | D | — | May 18, 2024 | Class A Common Stock | 805 | 0 | D |
| Stock Option (Right to Buy)F1,F2,F3 | $13.28 | Oct 1, 2015 | D | 20,219 | D | — | May 13, 2025 | Class A Common Stock | 20,219 | 0 | D |
Explanation of responses
- F1Per 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"), 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.
- F2The 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.
- F3The vesting schedule of the option remains unchanged.