Stitch Fix, Inc. — Director's Dealing 2018

Oct 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stitch Fix, Inc. (SFIX)
CIK: 0001576942
Period of Report: 2018-10-04

Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: BALKANSKI ALEXANDRE (10% Owner)
Reporting Person: Cohler Matt (10% Owner)
Reporting Person: DUNLEVIE BRUCE (10% Owner)
Reporting Person: FENTON PETER H (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-04	Class A Common Stock	C	2595045	$0.00	Acquired	2595045	Indirect
2018-10-04	Class A Common Stock	C	404955	$0.00	Acquired	404955	Indirect
2018-10-04	Class A Common Stock	J	2595045	$0.00	Disposed	0	Indirect
2018-10-04	Class A Common Stock	J	404955	$0.00	Disposed	0	Indirect
2018-10-04	Class A Common Stock	J	42552	$0.00	Acquired	81676	Indirect
2018-10-05	Class A Common Stock	S	1673	$26.4571	Disposed	80003	Indirect
2018-10-05	Class A Common Stock	S	1034	$27.61	Disposed	78969	Indirect
2018-10-05	Class A Common Stock	S	566	$28.4739	Disposed	78403	Indirect
2018-10-04	Class A Common Stock	J	1990	$0.00	Acquired	1990	Indirect
2018-10-04	Class A Common Stock	J	9134	$0.00	Acquired	9134	Indirect
2018-10-04	Class A Common Stock	J	126257	$0.00	Acquired	126257	Indirect
2018-10-05	Class A Common Stock	G	14464	$0.00	Disposed	111793	Indirect
2018-10-04	Class A Common Stock	J	36415	$0.00	Acquired	36415	Indirect
2018-10-05	Class A Common Stock	S	32516	$26.3603	Disposed	3899	Indirect
2018-10-05	Class A Common Stock	S	3899	$27.194	Disposed	0	Indirect
2018-10-04	Class A Common Stock	J	130883	$0.00	Acquired	254717	Indirect
2018-10-05	Class A Common Stock	S	227441	$26.3603	Disposed	27276	Indirect
2018-10-05	Class A Common Stock	S	27276	$27.194	Disposed	0	Indirect
2018-10-04	Class A Common Stock	J	89024	$0.00	Acquired	215634	Indirect
2018-10-05	Class A Common Stock	S	5116	$26.4571	Disposed	210518	Indirect
2018-10-05	Class A Common Stock	S	3166	$27.61	Disposed	207352	Indirect
2018-10-05	Class A Common Stock	S	1734	$28.4739	Disposed	205618	Indirect
2018-10-04	Class A Common Stock	J	18798	$0.00	Acquired	37597	Indirect
2018-10-04	Class A Common Stock	J	133449	$0.00	Acquired	266446	Indirect
2018-10-04	Class A Common Stock	J	56941	$0.00	Acquired	113666	Indirect
2018-10-05	Class A Common Stock	S	25200	$26.4231	Disposed	88466	Indirect
2018-10-04	Class A Common Stock	J	22343	$0.00	Acquired	44686	Indirect
2018-10-04	Class A Common Stock	J	122208	$0.00	Acquired	122208	Indirect
2018-10-04	Class A Common Stock	J	2458	$0.00	Acquired	2458	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-04	Class B Common Stock	$	C	2595045	Disposed		Class A Common Stock (2595045)	Indirect
2018-10-04	Class B Common Stock	$	C	404955	Disposed		Class A Common Stock (404955)	Indirect

Footnotes

F1: Shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent such person's or entity's pecuniary interest in such securities).

F2: Shares are held by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC VI, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent such person's or entity's pecuniary interest in such securities).

F3: Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

F4: Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

F5: Represents a pro-rata, in-kind distribution by BCP VI, BCP VII and their affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.

F6: Shares are held by Steven M. Spurlock's family trust.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.98 to $26.82, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.29 to $28.27, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.31 to $28.76, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: Shares are held by a limited partnership controlled by Alexandre Balkanski.

F11: Shares are held by Alexandre Balkanski's family trust.

F12: Shares are held by Matthew R. Cohler's family trust.

F13: Shares are held by limited partnerships controlled by Bruce W. Dunlevie.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.81 to $26.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.815 to $27.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F16: Shares are held by Bruce W. Dunlevie's family trust.

F17: Shares are held by Peter H. Fenton's family trusts.

F18: Shares are held by limited partnerships controlled by Kevin R. Harvey.

F19: Shares are held by Kevin R. Harvey's family trust.

F20: Shares are held directly by Robert C. Kagle.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.40 to $26.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F22: Shares are held by a limited partnership controlled by Robert C. Kagle.

F23: Shares are held by Mitchell H. Lasky's family trust.

F24: Shares are held by a limited partnership controlled by Mitchell H. Lasky.

F25: Each share of Class B Common Stock is convertible at any time at the option of the reporting person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock; (ii) ten years following the effective date of the Issuer's initial public offering; or (iii) 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.

F26: In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon any transfer, whether or not for value (subject to certain exceptions), or (ii) in the event of death or disability (as defined in the amended and restated certificate of incorporation of the Issuer) of the reporting person, shares of Class B Common Stock held by the reporting person or the reporting person's permitted estate planning entities will convert into Class A Common Stock.

F27: Not applicable.