SEC Form 4 · accession 0001209191-15-074085

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

Oct 1, 2015

Accepted (ET)

Oct 5, 2015 · 6:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001478484

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Oct 1, 2015	D	393,479	—	D	0	D
Class A Common Stock^F1,F2	Oct 1, 2015	D	31,731	—	D	0	I	By Vadon Holdings, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class B Common Stock^F1,F3,F4	—	Oct 1, 2015	D	9,191,919	D	—	—	Class A Common Stock	9,191,919	D
Class B Common Stock^F1,F2,F3,F4	—	Oct 1, 2015	D	1,125,000	D	—	—	Class A Common Stock	1,125,000	I
Class B Common Stock^F1,F5,F3,F4	—	Oct 1, 2015	D	22,725,766	D	—	—	Class A Common Stock	22,725,766	I
Stock Option (Right to Buy)^F6,F7,F3	$10.28	Oct 1, 2015	D	1,315,390	D	—	May 15, 2023	Class B Common Stock	1,315,390	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"), 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.
F2Mr. 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.
F3Each 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.
F4Not applicable.
F5Mr. 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.
F6Pursuant 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.
F7The 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.