SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MAVERON EQUITY PARTNERS IV LP (Last) (First) (Middle) 411 FIRST AVENUE SOUTH, SUITE 600 (Street) SEATTLE WA 98104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol zulily, inc. [ ZU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/06/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/06/2014		C		19,213,079(1)	A	(2)	19,213,079(1)	D
Class A Common Stock	08/08/2014		J(3)		5,000,000(1)	D	$0	14,213,079(1)	D
Class A Common Stock	08/08/2014		J(4)		987,384	A	$0	987,384(5)	D
Class A Common Stock	08/08/2014		J(6)		987,384	D	$0	0	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Class B Common Stock	(2)	08/06/2014		C			19,213,079	(2)	(7)	Class A Common Stock	19,213,079	(2)	0	D

1. Name and Address of Reporting Person* MAVERON EQUITY PARTNERS IV LP (Last) (First) (Middle) 411 FIRST AVENUE SOUTH, SUITE 600 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Maveron General Partner IV LLC (Last) (First) (Middle) 411 FIRST AVENUE SOUTH, SUITE 600 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MAVERON IV ENTREPRENEURS FUND LP (Last) (First) (Middle) 411 FIRST AVENUE SOUTH, SUITE 600 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MEP ASSOCIATES IV LP (Last) (First) (Middle) 411 FIRST AVENUE SOUTH, SUITE 600 (Street) SEATTLE WA 98104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes shares held by Maveron Equity Partners IV, L.P. ("Maveron IV"), Maveron IV Entrepreneurs' Fund, L.P. ("Maveron-Entrepreneurs") and MEP Associates IV, L.P. ("MEP Associates"). Maveron General Partner IV LLC ("Maveron GP") serves as the general partner of each of Maveron IV, Maveron-Entrepreneurs and MEP Associates and has sole voting and investment power with respect to the shares held by Maveron IV, Maveron-Entrepreneurs and MEP Associates.

2. Each 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 transfer described in the issuer's Amended and Restated Certificate of Incorporation, including, without limitation, certain transfers for tax and estate planning purposes.

3. Maveron IV, Maveron-Entrepreneurs and MEP Associates made pro rata distributions for no consideration of 5,000,000 shares of common stock of the issuer to their partners on August 8, 2014 (the "Distribution").

4. Shares acquired by Maveron GP in connection with the Distribution of such shares to the partners of Maveron IV and Maveron-Entrepreneurs.

5. Shares are owned directly by Maveron GP.

6. Maveron GP made pro rata distributions for no consideration of 987,384 shares of common stock of the issuer to its members on August 8, 2014.

7. Not applicable.

Remarks:

Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities.

	/s/ Pete McCormick, as managing member of the GP of Maveron Equity Partners IV, L.P.	08/08/2014
	/s/ Pete McCormick, as managing member of Maveron General Partner IV, LLC	08/08/2014
	/s/ Pete McCormick, as managing member of the GP of Maveron IV Entrepreneurs Fund LP	08/08/2014
	/s/ Pete McCormick, as managing member of the GP of MEP Associates IV, L.P.	08/08/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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