Stitch Fix, Inc. — Director's Dealing 2019

Jun 12, 2019

SEC Form 4/A — Form 4/A

Issuer: Stitch Fix, Inc. (SFIX)
CIK: 0001576942
Period of Report: 2019-03-12

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)
Reporting Person: Vishria Eric (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-12	Class A Common Stock	C	3460060	$0.00	Acquired	3460060	Indirect
2019-03-12	Class A Common Stock	C	539940	$0.00	Acquired	539940	Indirect
2019-03-12	Class A Common Stock	J	3460060	$0.00	Disposed	0	Indirect
2019-03-12	Class A Common Stock	J	539940	$0.00	Disposed	0	Indirect
2019-03-12	Class A Common Stock	J	56966	$0.00	Acquired	135369	Indirect
2019-03-13	Class A Common Stock	S	3403	$32.0468	Disposed	131966	Indirect
2019-03-13	Class A Common Stock	S	986	$32.9873	Disposed	130980	Indirect
2019-03-12	Class A Common Stock	J	2653	$0.00	Acquired	4643	Indirect
2019-03-12	Class A Common Stock	J	12354	$0.00	Acquired	45124	Indirect
2019-03-12	Class A Common Stock	J	169023	$0.00	Acquired	280816	Indirect
2019-03-12	Class A Common Stock	J	48554	$0.00	Acquired	48554	Indirect
2019-03-13	Class A Common Stock	S	39324	$32.0012	Disposed	9230	Indirect
2019-03-12	Class A Common Stock	J	175017	$0.00	Acquired	175017	Indirect
2019-03-13	Class A Common Stock	S	24244	$32.0012	Disposed	150773	Indirect
2019-03-14	Class A Common Stock	S	13169	$32.0009	Disposed	137604	Indirect
2019-03-12	Class A Common Stock	J	119483	$0.00	Acquired	279462	Indirect
2019-03-13	Class A Common Stock	S	220405	$31.9304	Disposed	59057	Indirect
2019-03-13	Class A Common Stock	S	44641	$32.6557	Disposed	14416	Indirect
2019-03-13	Class A Common Stock	S	1000	$33.41	Disposed	13416	Indirect
2019-03-13	Class A Common Stock	S	10402	$32.0468	Disposed	3014	Indirect
2019-03-13	Class A Common Stock	S	3014	$32.9873	Disposed	0	Indirect
2019-03-12	Class A Common Stock	J	25064	$0.00	Acquired	62661	Indirect
2019-03-12	Class A Common Stock	J	178530	$0.00	Acquired	444976	Indirect
2019-03-12	Class A Common Stock	J	76207	$0.00	Acquired	164673	Indirect
2019-03-12	Class A Common Stock	J	29792	$0.00	Acquired	74478	Indirect
2019-03-12	Class A Common Stock	J	163622	$0.00	Acquired	285830	Indirect
2019-03-13	Class A Common Stock	S	150000	$32.041	Disposed	135830	Indirect
2019-03-12	Class A Common Stock	J	3277	$0.00	Acquired	5735	Indirect
2019-03-12	Class A Common Stock	J	625	$0.00	Acquired	1091	Indirect
2019-03-13	Class A Common Stock	S	625	$33.41	Disposed	466	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-12	Class B Common Stock	$	C	3460060	Disposed		Class A Common Stock (3460060)	Indirect
2019-03-12	Class B Common Stock	$	C	539940	Disposed		Class A Common Stock (539940)	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 H. 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 $31.645 to $32.63, 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 $32.65 to $33.41, 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: Shares are held by a limited partnership controlled by Alexandre Balkanski.

F10: Shares are held by Alexandre Balkanski's family trust.

F11: Shares are held by Matthew R. Cohler's family trust.

F12: Shares are held by limited partnerships controlled by Bruce W. Dunlevie.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.08, 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.

F14: Shares are held by Bruce W. Dunlevie's family trust.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.02, 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 Peter H. Fenton's family trust.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.32 to $32.315, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.32 to $33.21, 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.

F19: Shares are held by limited partnerships controlled by Kevin R. Harvey.

F20: Shares are held by Kevin R. Harvey's family trust.

F21: Shares are held directly by Robert C. Kagle.

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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.27, 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.

F25: Shares are held by a limited partnership controlled by Mitchell H. Lasky.

F26: Shares are held directly by Eric H. Vishria.

F27: 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.

F28: 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.

F29: Not applicable.