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^*

GURLEY J WILLIAM

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(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)

X	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)

X	Form filed by One Reporting Person
	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	17,882,240	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	1,513,330	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	3,026,665	⁽¹⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Each share of 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 B Preferred Stock and Series C Preferred Stock will convert automatically into one share of Class B Common Stock.

2. 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.

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. Shares 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 of such person's or entity's pecuniary interest in such securities).

5. Shares held of record 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 of such person's or entity's pecuniary interest in such securities).

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.

	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	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.

 AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND
                              AUTHORIZED SIGNATORY

        Each of the undersigned entities and individuals (collectively, the
"Reporting Persons") hereby authorizes and designates Benchmark Capital
Management Co. VII, L.L.C. or such other person or entity as is designated in
writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner
to prepare and file on behalf of such Reporting Person individually, or jointly
together with the other Reporting Persons, any and all reports, notices,
communications and other documents (including, but not limited to, reports on
Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting
Person may be required to file with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (together with the
implementing regulations thereto, the "Act"), the Securities Exchange Act of
1934, as amended (together with the implementing regulations thereto, the
"Exchange Act") or any other state or federal agency (collectively, the
"Reports") with respect to the Reporting Person's ownership of, or transactions
in, securities of any entity whose securities are beneficially owned (directly
or indirectly) by such Reporting Person (collectively, the "Companies").

        Each Reporting Person hereby further authorizes and designates Steven M.
Spurlock (the "Authorized Signatory") to execute and file on behalf of such
Reporting Person the Reports and to perform any and all other acts, which in the
opinion of the Designated Filer or Authorized Signatory may be necessary or
incidental to the performance of the foregoing powers herein granted.

        The authority of the Designated Filer and the Authorized Signatory under
this Document with respect to each Reporting Person shall continue until such
Reporting Person is no longer required to file any Reports with respect to the
Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. Each Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with the Act or the Exchange
Act.

December 11, 2014       BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.,
                        a Delaware Limited Liability Company


                        By:    /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


December 11, 2014       BENCHMARK CAPITAL PARTNERS VII, L.P.,
                        a Delaware Limited Partnership

                        By:  Benchmark Capital Management Co. VII, L.L.C.,
                             a Delaware Limited Liability Company,
                             Its General Partner


                        By:    /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


December 11, 2014       BENCHMARK FOUNDERS' FUND VII, L.P.,
                        a Delaware Limited Partnership

                        By:  Benchmark Capital Management Co. VII, L.L.C.,
                             a Delaware Limited Liability Company,
                             Its General Partner


                        By:    /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


December 11, 2014       BENCHMARK FOUNDERS' FUND VII-B, L.P.,
                        a Delaware Limited Partnership

                        By:  Benchmark Capital Management Co. VII, L.L.C.,
                             a Delaware Limited Liability Company,
                             Its General Partner


                        By:    /s/ Steven M. Spurlock
                             ---------------------------------------------------
                             Steven M. Spurlock, Managing Member


December 11, 2014       By:   /s/ Bruce W. Dunlevie
                             ---------------------------------------------------
                             Bruce W. Dunlevie


December 11, 2014       By:    /s/ J. William Gurley
                             ---------------------------------------------------
                             J. William Gurley


December 11, 2014       By:    /s/ Kevin R. Harvey
                             ---------------------------------------------------
                             Kevin R. Harvey


December 11, 2014       By:    /s/ Mitchell H. Lasky
                             ---------------------------------------------------
                             Mitchell H. Lasky


December 11, 2014       By:    /s/ Peter H. Fenton
                             ---------------------------------------------------
                             Peter H. Fenton


December 11, 2014       By:    /s/ Matthew R. Cohler
                             ---------------------------------------------------
                             Matthew R. Cohler