0001209191-15-074085.txt : 20151005
0001209191-15-074085.hdr.sgml : 20151005
20151005181528
ACCESSION NUMBER: 0001209191-15-074085
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: Lake Tana LLC
CENTRAL INDEX KEY: 0001590516
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36188
FILM NUMBER: 151144489
BUSINESS ADDRESS:
STREET 1: 1000 LAKESIDE AVE. SOUTH
CITY: SEATTLE
STATE: WA
ZIP: 98144
BUSINESS PHONE: (206) 454-3320
MAIL ADDRESS:
STREET 1: 1000 LAKESIDE AVE. SOUTH
CITY: SEATTLE
STATE: WA
ZIP: 98144
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VADON MARK C
CENTRAL INDEX KEY: 0001287613
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36188
FILM NUMBER: 151144490
MAIL ADDRESS:
STREET 1: 705 FIFTH AVE S STE 900
CITY: SEATTLE
STATE: WA
ZIP: 98104
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-10-01
1
0001478484
zulily, inc.
ZU
0001287613
VADON MARK C
C/O ZULILY, INC.
2601 ELLIOTT AVENUE, SUITE 200
SEATTLE
WA
98121
1
1
1
0
Chairman of the Board
0001590516
Lake Tana LLC
C/O ZULILY, INC.
2601 ELLIOTT AVENUE, SUITE 200
SEATTLE
WA
98121
0
0
1
0
Class A Common Stock
2015-10-01
4
D
0
393479
D
0
D
Class A Common Stock
2015-10-01
4
D
0
31731
D
0
I
By Vadon Holdings, LLC
Class B Common Stock
2015-10-01
4
D
0
9191919
D
Class A Common Stock
9191919
0
D
Class B Common Stock
2015-10-01
4
D
0
1125000
D
Class A Common Stock
1125000
0
I
By Vadon Holdings, LLC
Class B Common Stock
2015-10-01
4
D
0
22725766
D
Class A Common Stock
22725766
0
I
By Lake Tana LLC
Stock Option (Right to Buy)
10.28
2015-10-01
4
D
0
1315390
D
2023-05-15
Class B Common Stock
1315390
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"), 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.
Mr. 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.
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.
Not applicable.
Mr. 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.
Pursuant 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.
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.
/s/ Brian Woodard, Attorney-in-Fact
2015-10-05