SEC Form 4 · accession 0001246360-19-000113
Stitch Fix, Inc. · SFIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Darling
Officer — Chief Legal Officer & Sec
Period of report
Jan 4, 2019
Accepted (ET)
Jan 4, 2019 · 6:56 pm EST
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 | Jan 4, 2019 | C | 36,000 | $0.00 | A | 59,157 | 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 StockF1 | $4.94 | Jan 4, 2019 | M | 36,000 | A | — | — | Class A Common Stock | 36,000 | 40,700 | D |
| Employee Stock Option (Right to Buy)F3,F4,F5 | $4.94 | Jan 4, 2019 | M | 36,000 | D | — | Oct 28, 2026 | Class B Common Stock | 36,000 | 134,000 | D |
| Class B Common StockF1 | — | Jan 4, 2019 | C | 36,000 | D | — | — | Class A Common Stock | 36,000 | 4,700 | D |
Explanation of responses
- F1Each 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.
- F2Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
- F3The stock option vests over four years, with 25% of the securities vesting on October 28, 2017 and the balance vesting in equal monthly installments over the remaining three years, subject to the individual's continued service through each vesting date.
- F4Each 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.
- F5In 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.