| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/13/2018 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/11/2018 | J(1) | 40,325 | A | $0.00 | 40,325 | I | See footnote(2) | ||
| Class A Common Stock | 06/11/2018 | S | 1,201 | D | $24.566(3) | 39,124 | I | See footnote(2) | ||
| Class A Common Stock | 06/11/2018 | J(1) | 129,751 | A | $0.00 | 129,751 | I | See footnote(4) | ||
| Class A Common Stock | 06/11/2018 | S | 4,008 | D | $24.566(3) | 125,743 | I | See footnote(4) | ||
| Class A Common Stock | 06/11/2018 | J(1) | 130,618 | A | $0.00 | 130,618 | I | See footnote(5) | ||
| Class A Common Stock | 06/11/2018 | S | 4,008 | D | $24.566(3) | 126,610 | I | See footnote(5) | ||
| Class A Common Stock | 06/11/2018 | J(1) | 125,700 | A | $0.00 | 125,700 | I | See footnote(6) | ||
| Class A Common Stock | 06/11/2018 | S | 4,008 | D | $24.566(3) | 121,692 | I | See footnote(6) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VI, L.P. ("BCP VI"), Benchmark Capital Partners VII, L.P. ("BCP VII") and their affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. |
| 2. Shares are held by Steven M. Spurlock's family trust. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.82 to $25.575, 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. |
| 4. Shares are held by Matthew R. Cohler's family trust. |
| 5. Shares are held by Peter H. Fenton's family trusts. |
| 6. Shares are held by Mitchell H. Lasky's family trust. |
| Remarks: |
| This amended Form 4 is filed to reflect an adjustment (i) from 39,124 shares to 40,325 shares for the number of shares received indirectly by Mr. Spurlock, (ii) from 125,743 shares to 129,751 shares for the number of shares received indirectly by Mr. Cohler, (iii) from 126,610 shares to 130,618 shares for the number of shares received indirectly by Mr. Fenton and (iv) from 121,692 shares to 125,700 shares for the number of shares received indirectly by Mr. Lasky with respect to his family trust in the distribution on June 11, 2018. 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 Benchmark Capital Management Co. VII, L.L.C., which serves as general partner to BCP VII, Benchmark Founders' Fund VII, L.P., Benchmark Founders' Fund VII-B, L.P. and related persons, and may be deemed to share voting and investment power over the shares beneficially held by such entities. 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 Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to BCP VI, Benchmark Founders' Fund VI, L.P., Benchmark Founders' Fund VI-B, L.P. and related persons, and may be deemed to share voting and investment power over the 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). |
| /s/ Steven M. Spurlock | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky | 06/25/2018 | |
| /s/ Steven M. Spurlock, by power of attorney for Eric Vishria | 06/25/2018 | |
| ** 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 4 (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. | ||