Stitch Fix, Inc. — Director's Dealing 2020

Dec 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stitch Fix, Inc. (SFIX)
CIK: 0001576942
Period of Report: 2020-12-15

Reporting Person: Smith Mike C. (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Class A Common Stock	C	40000	—	Acquired	118333	Direct
2020-12-15	Class A Common Stock	S	29390	$63.4868	Disposed	88943	Direct
2020-12-15	Class A Common Stock	S	10610	$64.2405	Disposed	78333	Direct
2020-12-16	Class A Common Stock	F	3007	—	Disposed	75326	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-15	Employee Stock Option (Right to Buy)	$0.064	M	5000	Disposed	2023-06-23	Class B Common Stock (5000.0)	Direct
2020-12-15	Class B Common Stock	$0.064	M	5000	Acquired		Class A Common Stock (5000.0)	Direct
2020-12-15	Employee Stock Option (Right to Buy)	$1.3	M	15000	Disposed	2025-03-17	Class B Common Stock (15000.0)	Direct
2020-12-15	Class B Common Stock	$1.3	M	15000	Acquired		Class A Common Stock (15000.0)	Direct
2020-12-15	Class B Common Stock	$	C	40000	Disposed		Class A Common Stock (40000.0)	Direct

Footnotes

F1: Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.

F2: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

F3: Shares disposed of pursuant to a previously established Rule 10b5-1 plan.

F4: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $63.01 to $63.97 per share. 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.

F5: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.05 to $64.635 per share. 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.

F6: Represents shares that have been withheld by the Company to satisfy tax withholding obligation in connection with the vesting of restricted stock units.

F7: Fully vested.

F8: 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.

F9: 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 the 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.