SEC Form 4 · accession 0001209191-15-074105
zulily, inc. · ZU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Spieth
Officer — Chief Operating Officer
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 6:19 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 StockF1 | Oct 1, 2015 | D | 3,000 | — | D | 0 | D |
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)F2,F3,F4 | $7.92 | Oct 1, 2015 | D | 603,150 | D | — | Feb 4, 2023 | Class B Common Stock | 603,150 | 0 | D |
| Stock Option (Right to Buy)F2,F3 | $18.62 | Oct 1, 2015 | D | 54,000 | D | — | Feb 5, 2025 | Class A Common Stock | 54,000 | 0 | D |
| Restricted Stock UnitsF6,F5 | $0.00 | Oct 1, 2015 | D | 27,000 | D | — | — | Class A Common Stock | 27,000 | 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"), 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.
- F2Pursuant 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.
- F3The 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.
- F4Each 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.
- F5Each restricted stock unit (the "RSU") represented a contingent right to receive one share of the Issuer's Class A Common Stock.
- F6Pursuant 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.