FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rascoff Spencer M 		2. Issuer Name and Ticker or Trading Symbol

zulily, inc. [ ZU ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZULILY, INC., 2601 ELLIOTT AVENUE, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2015
(Street)

SEATTLE, WA 98121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   10/1/2015     D    5172   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $13.44   (2) (3) 10/1/2015     D         19506      (2) 8/7/2023   Class B Common Stock   (4) 19506     (2) (3) 0   D    
Stock Option (Right to Buy)   $34.60   (2) (3) 10/1/2015     D         6217      (2) 5/18/2024   Class A Common Stock   6217     (2) (3) 0   D    
Stock Option (Right to Buy)   $34.60   (2) (3) 10/1/2015     D         2683      (2) 5/18/2024   Class A Common Stock   2683     (2) (3) 0   D    
Stock Option (Right to Buy)   $13.28   (2) (3) 10/1/2015     D         20219      (2) 5/13/2025   Class A Common Stock   20219     (2) (3) 0   D    
Stock Option (Right to Buy)   $13.28   (2) (3) 10/1/2015     D         8640      (2) 5/13/2025   Class A Common Stock   8640     (2) (3) 0   D    

Explanation of Responses:
( 1)  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 exchanged 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.
( 2)  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.
( 3)  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.
( 4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rascoff Spencer M
C/O ZULILY, INC.
2601 ELLIOTT AVENUE, SUITE 200
SEATTLE, WA 98121 		X



Signatures
/s/ Brian Woodard, Attorney-in-Fact 10/5/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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