Stitch Fix, Inc. — Director's Dealing 2021

Jan 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stitch Fix, Inc. (SFIX)
CIK: 0001576942
Period of Report: 2021-01-08

Reporting Person: Smith Mike C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-08	Class A Common Stock	D	41002	—	Disposed	46102	Direct
2021-01-08	Class A Common Stock	A	1254	—	Acquired	47356	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-08	Employee Stock Option (Right to Buy)	$16.98	D	14155	Disposed	2027-06-29	Class B Common Stock (14155.0)	Direct
2021-01-08	Employee Stock Option (Right to Buy)	$16.98	D	120822	Disposed	2027-07-10	Class B Common Stock (120822.0)	Direct
2021-01-08	Employee Stock Option (Right to Buy)	$22.32	D	56401	Disposed	2028-12-11	Class A Common Stock (56401.0)	Direct
2021-01-08	Employee Stock Option (Right to Buy)	$27.55	D	37430	Disposed	2029-12-10	Class A Common Stock (37430.0)	Direct
2021-01-11	Non-qualified Stock Option (Right to Buy)	$56.53	A	2553	Acquired	2031-01-10	Class A Common Stock (2553.0)	Direct

Footnotes

F1: Reflects the cancellation of restricted stock units in connection with the termination of Mr. Smith's employment and the continuation of Mr. Smith's service on our board of directors.

F2: Reflects the grant of restricted stock units in accordance with our Director Compensation Policy.

F3: 100% of the restricted stock units will vest on the earlier of the first anniversary of the date of grant or the next Annual Meeting of Stockholders. All vesting is subject to the Reporting Person's Continuous Service through the applicable vesting date. Outstanding restricted stock units are subject to acceleration upon a Change in Control.

F4: Reflects the cancellation of options to purchase shares of Class B Common Stock in connection with the termination of Mr. Smith's employment and the continuation of Mr. Smith's service on our board of directors.

F5: The stock option vests in equal monthly installments over 24 months beginning on June 30, 2019, subject to the individual's continued service through each vesting date.

F6: 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.

F7: 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.

F8: The stock option vests in equal monthly installments over 24 months beginning on July 11, 2021, subject to the completion of the Issuer's initial public offering by July 11, 2018 and to the individual's continued service through each vesting date. If the completion of the Issuer's initial public offering does not occur by July 11, 2018, the stock option shall be cancelled.

F9: Reflects the cancellation of options to purchase shares of Class A Common Stock in connection with the termination of Mr. Smith's employment and the continuation of Mr. Smith's service on our board of directors.

F10: 1/4 of the options will vest on 10/16/2019 and 1/48 of the total number of options will vest monthly thereafter. All vesting is subject to the Reporting Person's continuous service through the applicable vesting date.

F11: The option grant will vest in a series of 24 equal monthly installments starting on 12/11/2019. All vesting is subject to the Reporting Person's continuous service through the applicable vesting date.

F12: Reflects the grant of options to purchase shares of Class A common Stock in accordance with our Director Compensation Policy.

F13: 100% of the options will vest on the earlier of the first anniversary of the date of grant or the next Annual Meeting of Stockholders. All vesting is subject to the Reporting Person's Continuous Service through the applicable vesting date. Outstanding options are subject to acceleration upon a Change in Control.