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