SEC Form 4 · accession 0001104659-18-045079
Stitch Fix, Inc. · SFIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Christopher J Schaepe
10% Owner
Barry Eggers
10% Owner
Ravi Mhatre
10% Owner
Peter Nieh
10% Owner
LIGHTSPEED VENTURE PARTNERS VIII LP
10% Owner
Period of report
Jul 11, 2018
Accepted (ET)
Jul 13, 2018 · 7:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001576942
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4 | Jul 11, 2018 | C | 1,148,686 | — | A | 1,148,686 | I | By Lightspeed Venture Partners VIII, L.P. |
| Class A Common StockF5,F3,F4 | Jul 11, 2018 | J | 1,148,686 | — | D | 0 | I | By Lightspeed Venture Partners VIII, L.P. |
| Class A Common StockF5,F6,F4 | Jul 11, 2018 | J | 246,032 | — | A | 246,032 | I | By Lightspeed General Partner VIII, L.P. |
| Class A Common StockF7,F6,F4 | Jul 11, 2018 | J | 246,032 | — | D | 0 | I | By Lightspeed General Partner VIII, L.P. |
| Class A Common StockF7,F8 | Jul 11, 2018 | J | 31,886 | — | A | 31,886 | I | By Eggers Investments, L.P. - Fund 1 |
| Class A Common StockF7,F9 | Jul 11, 2018 | J | 32,996 | — | A | 32,996 | I | By Mhatre Investments LP - Fund 1 |
| Class A Common StockF7,F10,F11 | Jul 11, 2018 | J | 31,886 | — | A | 63,972 | I | By Nieh Family Investments LP - Fund 1 |
| Class A Common StockF7,F12 | Jul 11, 2018 | J | 31,886 | — | A | 95,658 | I | By Schaepe-Chiu Investments I LP - Fund 1 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4,F1,F2 | — | Jul 11, 2018 | C | 1,148,686 | D | — | — | Class A Common Stock | 1,148,686 | 3,446,054 | I |
Explanation of responses
- F1Represents 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 (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.
- F10Includes 200 shares held by Peter Nieh's wife.
- F11Shares held by Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of such entity.
- F12Shares held by Schaepe-Chiu Investments I LP - Fund 1. Christopher J. Schaepe serves as co-trustee of the general partner of such entity.
- F2Once transferred and converted into Class A Common Stock, the Class B Common Stock may not be reissued.
- F3Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").
- F4Lightspeed 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.
- F5Represents in-kind distribution by LVP VIII without consideration to its partners (including LGP VIII, the general partner of LVP VIII).
- F6Shares held by LGP VIII.
- F7Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).
- F8Shares held by Eggers Investments, L.P. - Fund 1. Barry Eggers serves as trustee of the general partner of such entity.
- F9Shares held by Mhatre Investments LP - Fund 1. Ravi Mhatre serves as trustee of the general partner of such entity.