0001209191-17-062078.txt : 20171121
0001209191-17-062078.hdr.sgml : 20171121
20171121164056
ACCESSION NUMBER: 0001209191-17-062078
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171121
FILED AS OF DATE: 20171121
DATE AS OF CHANGE: 20171121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GURLEY J WILLIAM
CENTRAL INDEX KEY: 0001190191
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38291
FILM NUMBER: 171217336
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD
STREET 2: SUITE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Stitch Fix, Inc.
CENTRAL INDEX KEY: 0001576942
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
IRS NUMBER: 275026540
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0731
BUSINESS ADDRESS:
STREET 1: 1 MONTGOMERY STREET
STREET 2: SUITE 1500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-882-7765
MAIL ADDRESS:
STREET 1: 1 MONTGOMERY STREET
STREET 2: SUITE 1500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-11-21
0
0001576942
Stitch Fix, Inc.
SFIX
0001190191
GURLEY J WILLIAM
C/O BENCHMARK
2965 WOODSIDE ROAD
WOODSIDE
CA
94062
1
0
1
0
Series B Preferred Stock
2017-11-21
4
C
0
17882240
0.00
D
Class B Common Stock
17882240
0
I
See footnote
Series C Preferred Stock
2017-11-21
4
C
0
1513330
0.00
D
Class B Common Stock
1513330
0
I
See footnote
Series C Preferred Stock
2017-11-21
4
C
0
3026665
0.00
D
Class B Common Stock
3026665
0
I
See footnote
Class B Common Stock
2017-11-21
4
C
0
19395570
0.00
A
Class A Common Stock
19395570
19395570
I
See footnote
Class B Common Stock
2017-11-21
4
C
0
3026665
0.00
A
Class A Common Stock
3026665
3026665
I
See footnote
Each share of Series B Preferred Stock and Series C Preferred Stock converted into one share of common stock upon the closing of the Issuer's initial public offering. The shares had no expiration date.
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).
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. ("BCM 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).
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.
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.
Not applicable.
This report is one of three reports, each on a separate Form 4, 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
2017-11-21