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Home/Filings/4/0001209191-15-074082
4//SEC Filing

zulily, inc. 4

Accession 0001209191-15-074082

CIK 0001478484operating
View on SEC.govCompany Profile

Filed

Oct 4, 8:00 PM ET

Accepted

Oct 5, 6:14 PM ET

Size

24.8 KB

Accession

0001209191-15-074082

Insider Transaction Report

Form 4
Period: 2015-10-01
zulily, inc.ZU
Twomey Lori
Chief Merchant
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-10-01−100,000→ 0 total
    Exercise: $41.86Exp: 2024-02-19→ Class A Common Stock (100,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2015-10-01−372,969→ 0 total
    → Class A Common Stock (372,969 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-10-01−122,969→ 0 total
    Exercise: $0.03Exp: 2020-03-10→ Class B Common Stock (122,969 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-10-01−93,750→ 0 total
    Exercise: $0.73Exp: 2021-06-26→ Class B Common Stock (93,750 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-10-01−107,500→ 0 total
    Exercise: $18.62Exp: 2025-02-05→ Class A Common Stock (107,500 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2015-10-01−53,750→ 0 total
    Exercise: $0.00→ Class A Common Stock (53,750 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-10-01−53,472→ 0 total
    Exercise: $7.48Exp: 2022-11-05→ Class B Common Stock (53,472 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-10-01−71,528→ 0 total
    Exercise: $7.48Exp: 2022-11-05→ Class B Common Stock (71,528 underlying)
Footnotes (7)
  • [F1]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.
  • [F2]Not applicable.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]Each restricted stock unit (the "RSU") represented a contingent right to receive one share of the Issuer's Class A Common Stock.
  • [F7]Pursuant to the terms of the Agreement, this RSU was assumed by Liberty Interactive Corporation and became an RSU with respect to 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 in this Form 4) and rounding the resulting number down to the nearest whole number of shares of Liberty Interactive Corporation's Series A QVC Group Common Stock. The vesting schedule of the RSU remains unchanged.

Documents

1 file

Issuer

zulily, inc.

CIK 0001478484

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001478484

Filing Metadata

Form type
4
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 6:14 PM ET
Size
24.8 KB
View on SEC.gov