0001209191-15-074078.txt : 20151005
0001209191-15-074078.hdr.sgml : 20151005
20151005181220
ACCESSION NUMBER: 0001209191-15-074078
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151001
FILED AS OF DATE: 20151005
DATE AS OF CHANGE: 20151005
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: zulily, inc.
CENTRAL INDEX KEY: 0001478484
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
IRS NUMBER: 271202150
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1228
BUSINESS ADDRESS:
STREET 1: 2601 ELLIOTT AVENUE, SUITE 200
CITY: SEATTLE
STATE: WA
ZIP: 98121
BUSINESS PHONE: (877) 779-5614
MAIL ADDRESS:
STREET 1: 2601 ELLIOTT AVENUE, SUITE 200
CITY: SEATTLE
STATE: WA
ZIP: 98121
FORMER COMPANY:
FORMER CONFORMED NAME: Zulily, Inc.
DATE OF NAME CHANGE: 20091217
FORMER COMPANY:
FORMER CONFORMED NAME: BSI Holdings, Inc.
DATE OF NAME CHANGE: 20091210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CARLBORG W ERIC
CENTRAL INDEX KEY: 0001191203
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36188
FILM NUMBER: 151144473
MAIL ADDRESS:
STREET 1: PROVIDE COMMERCE, INC.
STREET 2: 5005 WATERIDGE VISTA DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-10-01
1
0001478484
zulily, inc.
ZU
0001191203
CARLBORG W ERIC
2480 SAND HILL ROAD, SUITE #101
MENLO PARK
CA
94025
1
0
0
0
Stock Option (Right to Buy)
0.24
2015-10-01
4
D
0
275000
D
2020-10-24
Class B Common Stock
275000
0
D
Stock Option (Right to Buy)
40.70
2015-10-01
4
D
0
3736
D
2024-02-20
Class A Common Stock
3736
0
D
Stock Option (Right to Buy)
34.60
2015-10-01
4
D
0
6217
D
2024-05-18
Class A Common Stock
6217
0
D
Stock Option (Right to Buy)
34.60
2015-10-01
4
D
0
3219
D
2024-05-18
Class A Common Stock
3219
0
D
Stock Option (Right to Buy)
13.28
2015-10-01
4
D
0
20219
D
2025-05-13
Class A Common Stock
20219
0
D
Stock Option (Right to Buy)
13.28
2015-10-01
4
D
0
10368
D
2025-05-13
Class A Common Stock
10368
0
D
Per 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.
The 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.
The vesting schedule of the option remains unchanged.
Each 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.
/s/ Brian Woodard, Attorney-in-Fact
2015-10-05