SEC Form 4
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
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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*
Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
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
Series B Preferred Stock (1) 11/21/2017 C 17,882,240 (1) (1) Class B Common Stock 17,882,240 $0.00 0 I See footnote(2)
Series C Preferred Stock (1) 11/21/2017 C 1,513,330 (1) (1) Class B Common Stock 1,513,330 $0.00 0 I See footnote(2)
Series C Preferred Stock (1) 11/21/2017 C 3,026,665 (1) (1) Class B Common Stock 3,026,665 $0.00 0 I See footnote(3)
Class B Common Stock (4)(5) 11/21/2017 C 19,395,570 (4)(5) (6) Class A Common Stock 19,395,570 $0.00 19,395,570 I See footnote(2)
Class B Common Stock (4)(5) 11/21/2017 C 3,026,665 (4)(5) (6) Class A Common Stock 3,026,665 $0.00 3,026,665 I See footnote(3)
1. Name and Address of Reporting Person*
Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Benchmark Capital Management Co. VI, L.L.C.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BENCHMARK FOUNDERS FUND VI LP

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Benchmark Founders Fund VI-B, L.P.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Benchmark Founders' Fund VII, L.P.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Benchmark Founders' Fund VII-B, L.P.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BENCHMARK CAPITAL PARTNERS VI LP

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Benchmark Capital Partners VII, L.P.

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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).
3. 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).
4. 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.
5. 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.
6. Not applicable.
Remarks:
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, as Managing Member of Benchmark Capital Management Co. VII, L.L.C. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P. 11/21/2017
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P. 11/21/2017
** 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 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).
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