0001144204-14-008489.txt : 20140213 0001144204-14-008489.hdr.sgml : 20140213 20140213154805 ACCESSION NUMBER: 0001144204-14-008489 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 GROUP MEMBERS: ANDREW S. RAPPAPORT GROUP MEMBERS: AUGUST CAPITAL MANAGEMENT V, L.L.C. GROUP MEMBERS: AUGUST CAPITAL STRATEGIC PARTNERS V, L.P. GROUP MEMBERS: DAVID F. MARQUARDT GROUP MEMBERS: DAVID M. HORNIK GROUP MEMBERS: HOWARD HARTENBAUM GROUP MEMBERS: JOHN R. JOHNSTON GROUP MEMBERS: VIVEK MEHRA SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87741 FILM NUMBER: 14605812 BUSINESS ADDRESS: STREET 1: 2200 FIRST AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: (877) 779-5614 MAIL ADDRESS: STREET 1: 2200 FIRST AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: August Capital V, L.P. CENTRAL INDEX KEY: 0001452198 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2480 SAND HILL RD. STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-234-9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL RD. STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 v367194_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

zulily, inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

989774104

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]Rule 13d-1(b)

[_]Rule 13d-1(c)

[X]Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 16 Pages

Exhibit Index Contained on Page 15

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Page 2 of 16

1	NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON August Capital V, L.P. (“August V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 7,534,400 shares¹, except that August Capital Management V, L.L.C. (“ACM V”), the general partner of August V, may be deemed to have sole power to vote these shares, and Howard Hartenbaum (“Hartenbaum”), David M. Hornik (“Hornik”), John R. Johnston (“Johnston”), David F. Marquardt (“Marquardt”), Vivek Mehra (“Mehra”) and Andrew S. Rappaport (“Rappaport”), the members of ACM V, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 7,534,400 shares¹, except that ACM V, the general partner of August V, may be deemed to have sole power to dispose of these shares, and Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport, the members of ACM V, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,534,400
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.3%²
12	TYPE OF REPORTING PERSON* PN

¹Represents 7,534,400 shares of Class B Common Stock held directly by August V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

² Based on 13,225,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, plus 7,534,400 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of December 31, 2013, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

The 7,534,400 shares of Class B Common Stock held by the Reporting Person represent 6.1% of the Issuer’s outstanding Common Stock as of December 31, 2013, based on a total of 123,384,785 shares of Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, and represent approximately 6.8% of the combined voting power of the Issuer’s Common Stock.

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Page 3 of 16

1	NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON August Capital Strategic Partners V, L.P. (“August Strategic V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 64,396 shares¹, except that ACM V, the general partner of August Strategic V, may be deemed to have sole power to vote these shares, and Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport, the members of ACM V, may be deemed to have shared power to vote shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 64,396 shares¹, except that ACM V, the general partner of August Strategic V, may be deemed to have sole power to dispose of these shares, and Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport, the members of ACM V, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,396
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%²
12	TYPE OF REPORTING PERSON* PN

¹Represents 64,396 shares of Class B Common Stock held directly by August Strategic V. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

² Based on 13,225,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, plus 64,396 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of December 31, 2013, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

The 64,396 shares of Class B Common Stock held by the Reporting Person represent 0.1% of the Issuer’s outstanding Common Stock as of December 31, 2013, based on a total of 123,384,785 shares of Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, and represent approximately 0.1% of the combined voting power of the Issuer’s Common Stock.

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1	NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON August Capital Management V, L.L.C. (“ACM V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. ACM V, the general partner of August V and August V Strategic, may be deemed to have sole power to vote these shares, and Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport, the members of ACM V, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. ACM V, the general partner of August V and August Strategic, may be deemed to have sole power to dispose of these shares, and Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport, the members of ACM V, may be deemed to have shared power to dispose of these shares.
	8	SHARED DISPOSITIVE POWER See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* OO

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

² Based on 13,225,000 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, plus 7,652,556 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of December 31, 2013, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

The 7,652,556 shares of Class B Common Stock held by the Reporting Person represent 6.2% of the Issuer’s outstanding Common Stock as of December 31, 2013, based on a total of 123,384,785 shares of Common Stock outstanding as of December 31, 2013, as reported by the Issuer to the Reporting Person, and represent approximately 6.9% of the combined voting power of the Issuer’s Common Stock.

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1	NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Hartenbaum is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Hartenbaum is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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Page 6 of 16

1	NAME OF REPORTING PERSON David M. Hornik (“Hornik”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Hornik is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Hornik is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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Page 7 of 16

1	NAME OF REPORTING PERSON John R. Johnston (“Johnston”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Johnston is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Johnston is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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Page 8 of 16

1	NAME OF REPORTING PERSON David F. Marquardt (“Marquardt”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Marquardt is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Marquardt is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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Page 9 of 16

1	NAME OF REPORTING PERSON Vivek Mehra (“Mehra”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Mehra is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Mehra is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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Page 10 of 16

1	NAME OF REPORTING PERSON Andrew S. Rappaport (“Rappaport”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Rappaport is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 7,652,556 shares¹, of which 7,534,400 shares are directly owned by August V, 64,396 shares are directly owned by August Strategic V and 53,760 shares are held in nominee form for the benefit of persons associated with ACM V. Rappaport is a member of ACM V, the general partner of August V and August Strategic V, and may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,652,556
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.7%²
12	TYPE OF REPORTING PERSON* IN

¹Represents 7,652,556 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

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ITEM 1(A).

NAME OF ISSUER

zulily, inc.

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

2200 First Avenue South

Seattle, WA 98134

ITEM 2(A).

NAME OF PERSONS FILING

This Schedule 13G is filed by August Capital V, L.P., a Delaware limited partnership (“August V”), August Capital Strategic Partners V, L.P., a Delaware limited partnership (“August Strategic V”), and August Capital Management V, L.L.C., a Delaware limited liability company (“ACM V”), and Howard Hartenbaum (“Hartenbaum”), David M. Hornik (“Hornik”), John R. Johnston (“Johnston”), David F. Marquardt (“Marquardt”), Vivek Mehra (“Mehra”) and Andrew S. Rappaport (“Rappaport”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

ACM V is the general partner of August V and August Strategic V, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August V and August Strategic V. Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport are members of ACM V, and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V and August Strategic V.

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

August Capital

2480 Sand Hill Road

Suite 101

Menlo Park, California 94025

ITEM 2(C)

CITIZENSHIP

August V and August Strategic V are Delaware limited partnerships. ACM V is a Delaware limited liability company. Hartenbaum, Hornik, Johnston, Marquardt, Mehra and Rappaport are United States citizens.

ITEM 2(D)

TITLE OF CLASS OF SECURITIES

Class A Common Stock, $0.0001 par value

ITEM 2(E)

CUSIP NUMBER

989774104

ITEM 3.

Not Applicable

ITEM 4.

OWNERSHIP

The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2013.

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Page 12 of 16

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of August V and August Strategic V, and the limited liability company agreement of ACM V, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

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ITEM 10.

CERTIFICATION.

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2014

August Capital V, L.P.

By: August Capital Management V, L.L.C.

Its: General Partner

By: /s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

August Capital Strategic Partners V, L.P.

By: August Capital Management V, L.L.C.

Its: General Partner

By: /s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

August Capital Management V, L.L.C.

By: /s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

Howard Hartenbaum

David M. Hornik

John R. Johnston

David F. Marquardt

Vivek Mehra

Andrew S. Rappaport

/s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

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Page 15 of 16

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	16

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exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of zulily, inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 10, 2014

August Capital V, L.P.

By: August Capital Management V, L.L.C.

Its: General Partner

By: /s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

August Capital Strategic Partners V, L.P.

By: August Capital Management V, L.L.C.

Its: General Partner

By: /s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

August Capital Management V, L.L.C.

By: /s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

Howard Hartenbaum

David M. Hornik

John R. Johnston

David F. Marquardt

Vivek Mehra

Andrew S. Rappaport

/s/ Jeffrey Bloom

Jeffrey Bloom, Attorney-in-fact*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.