SEC Form 4 · accession 0001209191-18-054548
Stitch Fix, Inc. · SFIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mitchell Lasky
10% Owner
Robert Kagle
10% Owner
Alexandre Balkanski
10% Owner
Steven M Spurlock
10% Owner
Bruce Dunlevie
10% Owner
Kevin Harvey
10% Owner
Peter H Fenton
10% Owner
Matt Cohler
10% Owner
Period of report
Oct 4, 2018
Accepted (ET)
Oct 9, 2018 · 4:57 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 | Oct 4, 2018 | C | 2,595,045 | $0.00 | A | 2,595,045 | I | See footnote |
| Class A Common StockF2 | Oct 4, 2018 | C | 404,955 | $0.00 | A | 404,955 | I | See footnote |
| Class A Common StockF1 | Oct 4, 2018 | J | 2,595,045 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF2 | Oct 4, 2018 | J | 404,955 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF6 | Oct 4, 2018 | J | 42,552 | $0.00 | A | 81,676 | I | See footnote |
| Class A Common StockF7,F6 | Oct 5, 2018 | S | 1,673 | $26.4571 | D | 80,003 | I | See footnote |
| Class A Common StockF8,F6 | Oct 5, 2018 | S | 1,034 | $27.61 | D | 78,969 | I | See footnote |
| Class A Common StockF9,F6 | Oct 5, 2018 | S | 566 | $28.4739 | D | 78,403 | I | See footnote |
| Class A Common StockF10 | Oct 4, 2018 | J | 1,990 | $0.00 | A | 1,990 | I | See footnote |
| Class A Common StockF11 | Oct 4, 2018 | J | 9,134 | $0.00 | A | 9,134 | I | See footnote |
| Class A Common StockF12 | Oct 4, 2018 | J | 126,257 | $0.00 | A | 126,257 | I | See footnote |
| Class A Common StockF12 | Oct 5, 2018 | G | 14,464 | $0.00 | D | 111,793 | I | See footnote |
| Class A Common StockF13 | Oct 4, 2018 | J | 36,415 | $0.00 | A | 36,415 | I | See footnote |
| Class A Common StockF14,F13 | Oct 5, 2018 | S | 32,516 | $26.3603 | D | 3,899 | I | See footnote |
| Class A Common StockF15,F13 | Oct 5, 2018 | S | 3,899 | $27.194 | D | 0 | I | See footnote |
| Class A Common StockF16 | Oct 4, 2018 | J | 130,883 | $0.00 | A | 254,717 | I | See footnote |
| Class A Common StockF14,F16 | Oct 5, 2018 | S | 227,441 | $26.3603 | D | 27,276 | I | See footnote |
| Class A Common StockF15,F16 | Oct 5, 2018 | S | 27,276 | $27.194 | D | 0 | I | See footnote |
| Class A Common StockF17 | Oct 4, 2018 | J | 89,024 | $0.00 | A | 215,634 | I | See footnote |
| Class A Common StockF7,F17 | Oct 5, 2018 | S | 5,116 | $26.4571 | D | 210,518 | I | See footnote |
| Class A Common StockF8,F17 | Oct 5, 2018 | S | 3,166 | $27.61 | D | 207,352 | I | See footnote |
| Class A Common StockF9,F17 | Oct 5, 2018 | S | 1,734 | $28.4739 | D | 205,618 | I | See footnote |
| Class A Common StockF18 | Oct 4, 2018 | J | 18,798 | $0.00 | A | 37,597 | I | See footnote |
| Class A Common StockF19 | Oct 4, 2018 | J | 133,449 | $0.00 | A | 266,446 | I | See footnote |
| Class A Common StockF20 | Oct 4, 2018 | J | 56,941 | $0.00 | A | 113,666 | I | See footnote |
| Class A Common StockF21,F20 | Oct 5, 2018 | S | 25,200 | $26.4231 | D | 88,466 | I | See footnote |
| Class A Common StockF22 | Oct 4, 2018 | J | 22,343 | $0.00 | A | 44,686 | I | See footnote |
| Class A Common StockF23 | Oct 4, 2018 | J | 122,208 | $0.00 | A | 122,208 | I | See footnote |
| Class A Common StockF24 | Oct 4, 2018 | J | 2,458 | $0.00 | A | 2,458 | I | See footnote |
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 StockF1,F25,F26,F27 | — | Oct 4, 2018 | C | 2,595,045 | D | — | — | Class A Common Stock | 2,595,045 | 14,205,480 | I |
| Class B Common StockF2,F25,F26,F27 | — | Oct 4, 2018 | C | 404,955 | D | — | — | Class A Common Stock | 404,955 | 2,216,755 | I |
Explanation of responses
- F1Shares 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 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).
- F10Shares are held by a limited partnership controlled by Alexandre Balkanski.
- F11Shares are held by Alexandre Balkanski's family trust.
- F12Shares are held by Matthew R. Cohler's family trust.
- F13Shares are held by limited partnerships controlled by Bruce W. Dunlevie.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.81 to $26.81, 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.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.815 to $27.38, 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.
- F16Shares are held by Bruce W. Dunlevie's family trust.
- F17Shares are held by Peter H. Fenton's family trusts.
- F18Shares are held by limited partnerships controlled by Kevin R. Harvey.
- F19Shares are held by Kevin R. Harvey's family trust.
- F2Shares 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).
- F20Shares are held directly by Robert C. Kagle.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.40 to $26.44, 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.
- F22Shares are held by a limited partnership controlled by Robert C. Kagle.
- F23Shares are held by Mitchell H. Lasky's family trust.
- F24Shares are held by a limited partnership controlled by Mitchell H. Lasky.
- F25Each 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.
- F26In 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.
- F27Not applicable.
- F3Represents 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.
- F4Represents 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.
- F5Represents 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.
- F6Shares are held by Steven M. Spurlock's family trust.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.98 to $26.82, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.29 to $28.27, 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.31 to $28.76, 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.
Remarks
This report is one of four reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.