X0306 4 2019-06-11 0 0001576942 Stitch Fix, Inc. SFIX 0001190193 SPURLOCK STEVEN M 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001617474 Vishria Eric 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Class A Common Stock 2019-06-11 4 C 0 3460060 0.00 A 3460060 I See footnote Class A Common Stock 2019-06-11 4 C 0 539940 0.00 A 539940 I See footnote Class A Common Stock 2019-06-11 4 J 0 3460060 0.00 D 0 I See footnote Class A Common Stock 2019-06-11 4 J 0 539940 0.00 D 0 I See footnote Class A Common Stock 2019-06-11 4 J 0 50229 0.00 A 50229 I See footnote Class A Common Stock 2019-06-12 4 S 0 3620 28.0229 D 46609 I See footnote Class A Common Stock 2019-06-12 4 S 0 749 28.9198 D 45860 I See footnote Class A Common Stock 2019-06-11 4 J 0 6554 0.00 A 6554 I See footnote Class A Common Stock 2019-06-11 4 J 0 2653 0.00 A 2653 I See footnote Class A Common Stock 2019-06-12 4 S 0 2653 28.0913 D 0 I See footnote Class A Common Stock 2019-06-11 4 J 0 44985 0.00 A 44985 I See footnote Class A Common Stock 2019-06-12 4 S 0 44985 28.0913 D 0 I See footnote Class A Common Stock 2019-06-11 4 J 0 19661 0.00 A 19661 I See footnote Class A Common Stock 2019-06-11 4 J 0 148820 0.00 A 148820 I See footnote Class A Common Stock 2019-06-11 4 J 0 48555 0.00 A 48555 I See footnote Class A Common Stock 2019-06-13 4 S 0 48059 28.6019 D 496 I See footnote Class A Common Stock 2019-06-13 4 S 0 496 29.26 D 0 I See footnote Class A Common Stock 2019-06-11 4 J 0 174612 0.00 A 174612 I See footnote Class A Common Stock 2019-06-13 4 S 0 107984 28.6019 D 66628 I See footnote Class A Common Stock 2019-06-13 4 S 0 1116 29.26 D 65512 I See footnote Class A Common Stock 2019-06-11 4 J 0 119098 0.00 A 119098 I See footnote Class A Common Stock 2019-06-12 4 S 0 11075 28.0229 D 108023 I See footnote Class A Common Stock 2019-06-12 4 S 0 2292 28.9198 D 105731 I See footnote Class A Common Stock 2019-06-11 4 J 0 85362 0.00 A 148023 I See footnote Class A Common Stock 2019-06-11 4 J 0 117759 0.00 A 562735 I See footnote Class A Common Stock 2019-06-11 4 J 0 75981 0.00 A 240654 I See footnote Class A Common Stock 2019-06-11 4 J 0 29791 0.00 A 104269 I See footnote Class A Common Stock 2019-06-11 4 J 0 153249 0.00 A 153249 I See footnote Class A Common Stock 2019-06-11 4 J 0 13108 0.00 A 13108 I See footnote Class A Common Stock 2019-06-11 4 J 0 624 0.00 A 1090 I See footnote Class B Common Stock 2019-06-11 4 C 0 3460060 0.00 D Class A Common Stock 3460060 7285360 I See footnote Class B Common Stock 2019-06-11 4 C 0 539940 0.00 D Class A Common Stock 539940 1135875 I See footnote 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 H. 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 such person's or entity's pecuniary interest in such securities). Shares are held 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 such person's or entity's pecuniary interest in such securities). Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by BCP VI, BCP VII and their affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Shares are held by Steven M. Spurlock's family trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.57 to $28.51, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.61 to $29.20, 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. Shares are held by a limited partnership controlled by Steven M. Spurlock. Shares are held by a limited partnership controlled by Alexandre Balkanski. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.165, 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. Shares are held by Alexandre Balkanski's family trust. Shares are held by Matthew R. Cohler's family trust. Shares are held by a limited liability company controlled by Matthew R. Cohler. Shares are held by limited partnerships controlled by Bruce W. Dunlevie. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.055 to $29.05, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.08 to $29.35, 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. Shares are held by Bruce W. Dunlevie's family trust. Shares are held by Peter H. Fenton's family trust. Shares are held by limited partnerships controlled by Kevin R. Harvey. Shares are held by Kevin R. Harvey's family trust. Shares are held directly by Robert C. Kagle. Shares are held by a limited partnership controlled by Robert C. Kagle. Shares are held by Mitchell H. Lasky's family trust. Shares are held by a limited partnership controlled by Mitchell H. Lasky. Shares are held directly by Eric H. Vishria. 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 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 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2019-06-13 /s/ Steven M. Spurlock, by power of attorney for Eric Vishria 2019-06-13