UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Stitch Fix, Inc.
(Name of Issuer)
Class A Common Stock, $0.00002 par value per share
(Title of Class of Securities)
860897107
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS
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Robert S. Pitts, Jr.
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|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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|
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,268,804
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,268,804
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,268,804
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.1%
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12.
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TYPE OF REPORTING PERSON
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IN
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1.
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NAMES OF REPORTING PERSONS
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Steadfast Capital Management LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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2,057,903
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,057,903
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,057,903
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.7%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
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Steadfast Financial LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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78,771
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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78,771
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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78,771
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
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Steadfast Capital, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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78,771
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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78,771
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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78,771
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
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American Steadfast, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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652,300
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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652,300
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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652,300
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
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Steadfast International Master Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,405,603
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,405,603
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,405,603
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.5%
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12.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAMES OF REPORTING PERSONS
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Steadfast Long Capital, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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46,282
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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46,282
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,282
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
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Steadfast Long Capital Master Fund, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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85,848
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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85,848
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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85,848
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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Less than 1%
|
|
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12.
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TYPE OF REPORTING PERSON
|
|
PN
|
|
|
1.
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NAMES OF REPORTING PERSONS
|
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Steadfast Long Financial LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
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0
|
|
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6.
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SHARED VOTING POWER
|
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132,130
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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132,130
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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132,130
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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This statement is filed with respect to the Class A Common Stock, $0.00002 par value per share (the “Common
Shares”) of Stitch Fix, Inc. (the “Issuer”) beneficially owned by the persons filing this statement (collectively, the “Reporting Persons”) as of December 31, 2019 and amends and supplements the Schedule 13G filed on May 20, 2019 (the “Schedule
13G”). Except as set forth herein, the Schedule 13G is unmodified.
| Item 4. |
Ownership.
|
Provide the following information regarding the aggregate number and percentage of the class
of securities of the Issuer.
| (a) |
Amount beneficially owned:
|
| (i) |
Mr. Pitts beneficially owns 2,268,804 Common Shares.
|
| (ii) |
The Investment Manager beneficially owns 2,057,903 Common Shares.
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| (iii) |
Steadfast Financial beneficially owns 78,771 Common Shares.
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| (iv) |
Steadfast Capital beneficially owns 78,771 Common Shares.
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| (v) |
American Steadfast beneficially owns 652,300 Common Shares.
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| (vi) |
The Offshore Fund beneficially owns 1,405,603 Common Shares.
|
| (vii) |
Steadfast Long Capital beneficially owns 46,282 Common Shares.
|
| (viii) |
The Long Offshore Fund beneficially owns 85,848 Common Shares.
|
| (ix) |
Steadfast Long Financial beneficially owns 132,130 Common Shares.
|
| (x) |
Collectively, the Reporting Persons beneficially own 2,268,804 Common Shares.
|
| (b) |
Percent of class:
|
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(i)
|
Mr. Pitts’ beneficial ownership of 2,268,804 Common Shares represents 4.1% of the outstanding Common
Shares.
|
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(ii)
|
The Investment Manager’s beneficial ownership of 2,057,903 Common Shares represents 3.7% of the
outstanding Common Shares.
|
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(iii)
|
Steadfast Financial’s beneficial ownership of 78,771 Common Shares represents less than 1% of the
outstanding Common Shares.
|
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(iv)
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Steadfast Capital’s beneficial ownership of 78,771 Common Shares represents less than 1% of the
outstanding Common Shares.
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(v)
|
American Steadfast’s beneficial ownership of 652,300 Common Shares represents 1.2% of the outstanding
Common Shares.
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(vi)
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The Offshore Fund’s beneficial ownership of 1,405,603 Common Shares represents 2.5% of the outstanding
Common Shares.
|
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(vii)
|
Steadfast Long Capital’s beneficial ownership of 46,282 Common Shares represents less than 1% of the
outstanding Common Shares.
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(viii)
|
The Long Offshore Fund’s beneficial ownership of 85,848 Common Shares represents less than 1% of the
outstanding Common Shares.
|
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(ix)
|
Steadfast Long Financial’s beneficial ownership of 132,130 Common Shares represents less than 1% of the
outstanding Common Shares.
|
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(x)
|
Collectively, the Reporting Persons’ beneficial ownership of 2,268,804 Common Shares represents 4.1% of
the outstanding Common Shares.
|
| (c) |
Number of shares as to which such person has:
|
| (i) |
Sole power to vote or to direct the vote of Common Shares:
|
Not applicable.
| (ii) |
Shared power to vote or to direct the vote of Common Shares:
|
Steadfast Capital has shared power with Steadfast Financial and Mr. Pitts to vote or direct
the vote of the 78,771 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or
direct the vote of the 652,300 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or
direct the vote of the 1,405,603 Common Shares beneficially owned by the Offshore Fund.
Steadfast Long Capital has shared power with Steadfast Long Financial and Mr. Pitts to vote
or direct the vote of the 46,282 Common Shares beneficially owned by Steadfast Long Capital.
The Long Offshore Fund has shared power with Steadfast Long Financial and Mr. Pitts to vote
or direct the vote of the 85,848 Common Shares beneficially owned by the Long Offshore Fund.
| (iii) |
Sole power to dispose or to direct the disposition of Common Shares:
|
Not applicable.
| (iv) |
Shared power to dispose or to direct the disposition of Common Shares:
|
Steadfast Capital has shared power with Steadfast Financial and Mr. Pitts to dispose or
direct the disposition of the 78,771 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or
direct the disposition of the 652,300 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or
direct the disposition of the 1,405,603 Common Shares beneficially owned by the Offshore Fund.
Steadfast Long Capital has shared power with Steadfast Long Financial and Mr. Pitts to
dispose or direct the disposition of the 46,282 Common Shares beneficially owned by Steadfast Long Capital.
The Long Offshore Fund has shared power with Steadfast Long Financial and Mr. Pitts to
dispose or direct the disposition of the 85,848 Common Shares beneficially owned by the Long Offshore Fund.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting
Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
| Item 10. |
Certification.
|
By signing below the undersigned certifies that, to the best of its or his knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 14, 2020
|
STEADFAST CAPITAL MANAGEMENT LP
|
|||
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By:
|
/s/ Robert S. Pitts, Jr.
|
||
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Robert S. Pitts, Jr.
|
|||
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President
|
|||
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STEADFAST FINANCIAL LP
|
|||
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By:
|
/s/ Robert S. Pitts, Jr.
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||
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Robert S. Pitts, Jr.
|
|||
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President
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|||
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STEADFAST CAPITAL, L.P.
|
|||
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By: STEADFAST ADVISORS LP, as Managing General Partner
|
|||
|
By:
|
/s/ Robert S. Pitts, Jr.
|
||
|
Robert S. Pitts, Jr.
|
|||
|
President
|
|||
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AMERICAN STEADFAST, L.P.
|
|||
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By: STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
|
|||
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By:
|
/s/ Robert S. Pitts, Jr.
|
||
|
Robert S. Pitts, Jr.
|
|||
|
President
|
|||
|
STEADFAST INTERNATIONAL MASTER FUND LTD.
|
|||
|
By:
|
/s/ Robert S. Pitts, Jr.
|
||
|
Robert S. Pitts, Jr.
|
|||
|
Director
|
|||
|
STEADFAST LONG CAPITAL, L.P.
By: STEADFAST LONG FINANCIAL LP, Attorney-in-Fact
|
|||
|
By:
|
/s/ Robert S. Pitts, Jr.
|
||
|
Robert S. Pitts, Jr.
|
|||
|
President
|
|||
|
STEADFAST LONG CAPITAL MASTER FUND, L.P.
By: STEADFAST LONG FINANCIAL LP, Attorney-in-Fact
|
||
|
By:
|
/s/ Robert S. Pitts, Jr.
|
|
|
Robert S. Pitts, Jr.
|
||
|
President
|
||
|
STEADFAST LONG FINANCIAL LP
|
||
|
By:
|
/s/ Robert S. Pitts, Jr.
|
|
|
Robert S. Pitts, Jr.
|
||
|
President
|
||
|
/s/ Robert S. Pitts, Jr.
|
||
|
Robert S. Pitts, Jr.
|
||