Stitch Fix SEC Filing

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BASELINE VENTURES 2009 LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017

3. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽²⁾	Class A Common Stock	351,634	⁽¹⁾⁽³⁾	I	See Footnote⁽⁴⁾
Series Seed Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾⁽³⁾	7,035,655	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾⁽³⁾	2,650,645	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾⁽³⁾	6,247,395	⁽⁵⁾	I	See Footnote⁽⁷⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾⁽³⁾	6,065,120	⁽⁵⁾	I	See Footnote⁽⁸⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽¹⁾⁽³⁾	2,271,860	⁽⁵⁾	I	See Footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

BASELINE VENTURES 2009 LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baseline Cable Car, LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BASELINE ENCORE, L.P.

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baseline Increased Exposure Fund, LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baseline Encore Associates, LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baseline Increased Exposure Fund Associates, LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baseline Ventures 2009 Associates, LLC

(Last)

(First)

(Middle)

C/O BASELINE VENTURES

42 SHADY LANE

(Street)

ROSS

94957

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. Not applicable.

3. 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.

4. The shares are held as follows: 49,306 by Baseline Cable Car, LLC ("BCC"), 180,400 by Baseline Encore, L.P. ("BE") and 121,928 by Baseline Increased Exposure Fund, LLC ("BIE"). Baseline Encore Associates, LLC ("BEA") is the general partner of BE. Baseline Increased Exposure Fund Associates, LLC ("BIEA") is the general partner of BIE. Steven Anderson is the sole member of BCC, BEA and BIEA and has separately filed a Form 3. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its respective pecuniary interest therein.

5. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the reporting person into one share of Class B Common Stock and has no expiration date. Upon the completion or closing of the Issuer's initial public offering, each share of Series Seed Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will convert automatically into one share of Class B Common Stock.

6. The shares are held by Baseline Ventures 2009, LLC ("BV 2009"). Baseline Ventures 2009 Associates, LLC ("BVA 2009") is the general partner of BV 2009. Steven Anderson is the sole member of BVA 2009. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

7. The shares are held by BV 2009. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

8. The shares are held by BIE. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

9. The shares are held as follows: 228,605 by BCC, 85,000 by BE, 1,734,035 by BIE and 224,220 by BV. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its respective pecuniary interest therein.

Remarks:

	By Steven Anderson sole member of Baseline Ventures 2009 Associates, LLC the general partner of Baseline Ventures 2009, LLC /s/ Steven Anderson	11/16/2017
	By Steven Anderson sole member of Baseline Cable Car, LLC /s/ Steven Anderson	11/16/2017
	By Steven Anderson sole member of Baseline Encore Associates, LLC the general partner of Baseline Encore, LLC /s/ Steven Anderson	11/16/2017
	By Steven Anderson sole member of Baseline Increased Exposure Fund Associates, LLC the general partner of Baseline Increased Exposure Fund, LLC /s/ Steven Anderson	11/16/2017
	By Steven Anderson sole member of Baseline Encore Associates, LLC /s/ Steven Anderson	11/16/2017
	By Steven Anderson sole member of Baseline Increased Exposure Fund Associates, LLC /s/ Steven Anderson	11/16/2017
	By Steven Anderson sole member of Baseline Ventures 2009 Associates, LLC /s/ Steven Anderson	11/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.