Stitch Fix, Inc. — Director's Dealing 2018

Sep 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stitch Fix, Inc. (SFIX)
CIK: 0001576942
Period of Report: 2018-09-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-06	Class A Common Stock	C	1148686	—	Acquired	1148686	Indirect
2018-09-06	Class A Common Stock	J	1148686	—	Disposed	0	Indirect
2018-09-06	Class A Common Stock	J	246032	—	Acquired	246032	Indirect
2018-09-06	Class A Common Stock	J	246032	—	Disposed	0	Indirect
2018-09-06	Class A Common Stock	J	31886	—	Acquired	31886	Indirect
2018-09-06	Class A Common Stock	J	32996	—	Acquired	65992	Indirect
2018-09-06	Class A Common Stock	J	31886	—	Acquired	95858	Indirect
2018-09-06	Class A Common Stock	J	31886	—	Acquired	127544	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-06	Class B Common Stock	$	C	1148686	Disposed		Class A Common Stock (1148686)	Indirect

Footnotes

F1: Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. 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

F2: (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.

F3: Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").

F4: Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P. ("LGP VIII"), 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.

F5: Represents in-kind distribution by LVP VIII without consideration to its partners (including LGP VIII, the general partner of LVP VIII).

F6: Shares held by LGP VIII.

F7: Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).

F8: Shares held by Eggers Investments, L.P. - Fund 1. Barry Eggers serves as trustee of the general partner of such entity.

F9: Shares held by Mhatre Investments LP - Fund 1. Ravi Mhatre serves as trustee of the general partner of such entity.

F10: Includes 200 shares held by Peter Nieh's wife.

F11: Shares held by Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of such entity.

F12: Shares held by Schaepe-Chiu Investments I LP - Fund 1. Christopher J. Schaepe serves as co-trustee of the general partner of such entity.