Stitch Fix, Inc. — Director's Dealing 2017

Nov 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stitch Fix, Inc. (SFIX)
CIK: 0001576942
Period of Report: 2017-11-22

Reporting Person: LIGHTSPEED VENTURE PARTNERS VIII LP (10% Owner)
Reporting Person: SCHAEPE CHRISTOPHER J (10% Owner)
Reporting Person: Eggers Barry (10% Owner)
Reporting Person: Mhatre Ravi (10% Owner)
Reporting Person: Nieh Peter (10% Owner)
Reporting Person: Lightspeed General Partner VIII, L.P. (10% Owner)
Reporting Person: Lightspeed Ultimate General Partner VIII, Ltd. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-22	Series A Preferred Stock	$	C	8335480	Disposed		Class B Common Stock (8335480)	Indirect
2017-11-22	Series A-1 Preferred Stock	$	C	1554230	Disposed		Class B Common Stock (1554230)	Indirect
2017-11-22	Series C Preferred Stock	$	C	448460	Disposed		Class B Common Stock (448460)	Indirect
2017-11-22	Class B Common Stock	$	C	10338170	Acquired		Class A Common Stock (10338170)	Indirect

Footnotes

F1: The Series A Preferred Stock automatically converted into shares of Class B Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date.

F2: Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").

F3: Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: The Series A-1 Preferred Stock automatically converted into shares of Class B Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock had no expiration date.

F5: The Series C Preferred Stock automatically converted into shares of Class B Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date.

F6: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Any holder's shares of Class B Common Stock will convert automatically into Class A Common Stock, on a one-to-one basis, upon any of the following: (i) sale or transfer of such share of Class B Common Stock; (ii) the death of a stockholder that is a natural person; or (iii) on the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the tenth anniversary of the Issuer's initial public offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class. Once transferred and converted into Class A Common Stock, the Class B Common Stock may not be reissued.