SEC Form 4 · accession 0001246360-18-001771

Stitch Fix, Inc. · SFIX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Marka Hansen

Director

Period of report

Jun 18, 2018

Accepted (ET)

Jun 19, 2018 · 8:14 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
Class A Common Stock^F2	Jun 18, 2018	C	18,103	$0.00	A	18,103	D
Class A Common Stock	Jun 18, 2018	S	9,188	$25.65	D	8,915	D
Class A Common Stock	Jun 18, 2018	S	4,748	$27.00	D	4,167	D
Class A Common Stock	Jun 18, 2018	S	4,167	$28.00	D	0	D

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 Stock^F2	$0.064	Jun 18, 2018	M	18,103	A	—	—	Class A Common Stock	18,103	18,103	D
Non-qualified Stock Option (Right to Buy)^F4,F5,F6	$0.064	Jun 18, 2018	M	18,103	D	—	Apr 24, 2023	Class B Common Stock	18,103	7,897	D
Class B Common Stock^F2	—	Jun 18, 2018	C	18,103	D	—	—	Class A Common Stock	18,103	0	D

Explanation of responses

F1Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
F2Each 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.
F3Shares disposed of pursuant to a previously established Rule 10b5-1 plan.
F4The stock option vests over four years, with 25% vesting on March 6, 2014 and the balance vesting in equal monthly installments over the remaining three years, subject to the individual's continued service through each vesting date.
F5Each 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.
F6In 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.