SC 13G/A

Names of Reporting Persons

Steven Anderson

Check the Appropriate Box if a Member of a Group (see instructions)

(a) ☐ (b) ☐

SEC USE ONLY

Citizenship or Place of Organization

United States

0001193125-19-039403.txt : 20190214 0001193125-19-039403.hdr.sgml : 20190214 20190214083033 ACCESSION NUMBER: 0001193125-19-039403 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: BASELINE CABLE CAR, LLC GROUP MEMBERS: BASELINE ENCORE ASSOCIATES, LLC GROUP MEMBERS: BASELINE ENCORE, L.P. GROUP MEMBERS: BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC GROUP MEMBERS: BASELINE INCREASED EXPOSURE FUND, LLC GROUP MEMBERS: BASELINE VENTURES 2009 ASSOCIATES, LLC GROUP MEMBERS: STEVEN ANDERSON SUBJECT COMPANY: 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: 0803 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90194 FILM NUMBER: 19601001 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASELINE VENTURES 2009 LLC CENTRAL INDEX KEY: 0001453518 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7250 REDWOOD BOULEVARD STREET 2: SUITE 300 - PMB# 023 CITY: San Francisco STATE: CA ZIP: 94945 BUSINESS PHONE: 206-799-4389 MAIL ADDRESS: STREET 1: 7250 REDWOOD BOULEVARD STREET 2: SUITE 300 - PMB# 023 CITY: San Francisco STATE: CA ZIP: 94945 SC 13G/A 1 d701592dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Stitch Fix, Inc.

(Name of Issuer)

Class A common stock, par value $0.00002 per share

(Title of Class of Securities)

860897107

(CUSIP Number)

December 31, 2018

(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)

☐ 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 the disclosures provided in a prior cover page.

The information required in 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 (“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).


CUSIP No. 860897107		13G

(1)

Represents (i) 16,157,915 shares of Class B common stock held directly by Baseline Ventures 2009, LLC, (ii) 7,921,083 shares of Class B common stock held directly by Baseline Increased Exposure Fund, LLC, (iii) 277,911 shares of Class B common stock held directly by Baseline Cable Car, LLC and (iv) 265,400 shares of Class B common stock held directly by Baseline Encore, L.P. Baseline Ventures 2009 Associates, LLC is the general partner of Baseline Ventures 2009, LLC; Baseline Increased Exposure Fund Associates, LLC is the general partner of Baseline Increased Exposure Fund, LLC; and Baseline Encore Associates, LLC is the general partner of Baseline Encore, L.P. The reporting person is the sole member of Baseline Ventures 2009 Associates, LLC, Baseline Increased Exposure Fund Associates, Baseline Encore Associates, LLC and Baseline Cable Car, LLC.

(2)

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,622,309 shares of Class B common stock held by the reporting person represent 39.87% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).


CUSIP No. 860897107		13G

(1)	Represents 16,157,915 shares of Class B common stock held directly by Baseline Ventures 2009, LLC.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 16,157,915 shares of Class B common stock held by the reporting person represent 26.17% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).


CUSIP No. 860897107		13G

(1)	Represents 7,921,083 shares of Class B common stock held directly by Baseline Increased Exposure Fund, LLC.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 7,921,083 shares of Class B common stock held by the reporting person represent 12.83% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).


CUSIP No. 860897107		13G

(1)	Represents 277,911 shares of Class B common stock held directly by Baseline Cable Car, LLC.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 277,911 shares of Class B common stock held by the reporting person represent 0.45% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).


CUSIP No. 860897107		13G

(1)	Represents 265,400 shares of Class B common stock held directly by Baseline Encore, L.P.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 265,400 shares of Class B common stock held by the reporting person represent 0.43% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).


CUSIP No. 860897107		13G

(1)	Represents 16,157,915 shares of Class B common stock held directly by Baseline Ventures 2009, LLC. Baseline Ventures 2009 Associates, LLC is the general partner of Baseline Ventures 2009, LLC.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)


CUSIP No. 860897107		13G

(1)	Represents 7,921,083 shares of Class B common stock held directly by Baseline Increased Exposure Fund, LLC. Baseline Increased Exposure Fund Associates, LLC is the general partner of Baseline Increased Exposure Fund, LLC.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 7,912,083 shares of Class B common stock held by the reporting person represent 12.83% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).


CUSIP No. 860897107		13G

(1)	Represents 265,400 shares of Class B common stock held directly by Baseline Encore, L.P. Baseline Encore Associates, LLC is the general partner of Baseline Encore, L.P.

(2)

(3)	The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

Item 1(a).

Name of Issuer: Stitch Fix, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1 Montgomery Street

Suite 1500

San Francisco, CA 94104

Item 2(a).

Name of Person Filing:

Steven Anderson

Baseline Ventures 2009, LLC

Baseline Increased Exposure Fund, LLC

Baseline Encore, L.P.

Baseline Cable Car, LLC

Baseline Ventures 2009 Associates, LLC

Baseline Increased Exposure Fund Associates, LLC

Baseline Encore Associates, LLC

Item 2(b).

Address of Principal Business Office or, if none, Residence:

c/o Baseline Ventures

7250 Redwood Boulevard

Suite 300 – PMB # 023

Novato, CA 94945

Item 2(c).

Citizenship:

All entities were organized in Delaware. Mr. Anderson is United States citizen.

Item 2(d).

Title of Class of Securities: Class A common stock

Item 2(e).

CUSIP Number: 860897107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____________

Item 4.

Ownership

The following information with respect to the ownership of Class A common stock by the Reporting Person filing this statement on Schedule 13G is provided as of December 31, 2018:


Reporting Person	Class A common stock Held Directly		Class B common stock Held Directly		(a) Amount Beneficially Owned		(b) Percent of Class			(c) Number of shares as to which such person has:
										(i) Sole Voting Power		(ii) Shared Voting Power		(iii) Sole Dispositive Power		(iv) Shared Dispositive Power
Steven Anderson(1)(2)(3)		0		24,622,309		24,622,309		36.97	%		24,622,309		0		24,622,309		0
Baseline Ventures 2009, LLC (2)(4)		0		16,157,915		16,157,915		27.79	%		16,157,915		0		16,157,915		0
Baseline Increased Exposure Fund, LLC (2)(5)		0		7,921,083		7,921,083		15.87	%		7,921,083		0		7,921,083		0
Baseline Cable Car, LLC (2)(6)		0		277,911		277,911		0.66	%		277,911		0		277,911		0
Baseline Encore, L.P. (2)(7)		0		265,400		265,400		0.63	%		265,400		0		265,400		0
Baseline Ventures 2009 Associates, LLC (2)(4)		0		16,157,915		16,157,915		15.87	%		16,157,915		0		16,157,915		0
Baseline Increased Exposure Fund Associates, LLC (2)(5)		0		7,921,083		7,921,083		15.87	%		7,921,083		0		7,921,083		0
Baseline Encore Associates, LLC (2)(7)		0		265,400		265,400		0.63	%		265,400		0		265,400		0

(1)

Represents (i) 16,157,915 shares of Class B common stock held directly by Baseline Ventures 2009, LLC, (ii) 7,921,083 shares of Class B common stock held directly by Baseline Increased Exposure Fund, LLC, (iii) 277,911 shares of Class B common stock held directly by Baseline Cable Car, LLC and (iv) 265,400 shares of Class B common stock held directly by Baseline Encore, L.P. Baseline Ventures 2009 Associates, LLC is the general partner of Baseline Ventures 2009, LLC, Baseline Increased Exposure Fund Associates, LLC is the general partner of Baseline Increased Exposure Fund, LLC and Baseline Encore Associates, LLC is the general partner of Baseline Encore, L.P. The reporting person is the general partner of Baseline Ventures 2009 Associates, LLC, Baseline Increased Exposure Fund Associates, Baseline Encore Associates, LLC and Baseline Cable Car, LLC.

(2)

(3)

The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018). The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,622,309 shares of Class B common stock held by the reporting person represent 39.87% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(4)

The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018). The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 16,157,915 shares of Class B common stock held by the reporting person represent 26.17% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(5)

The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018). The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 7,912,083 shares of Class B common stock held by the reporting person represent 12.83% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(6)

The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018). The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 277,911 shares of Class B common stock held by the reporting person represent 0.45% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

(7)

The percent of class was calculated based on 41,985,380 shares of Class A common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018). The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 265,400 shares of Class B common stock held by the reporting person represent 0.43% of the aggregate combined voting power of the Class A common stock and Class B common stock based on (i) 41,985,380 shares of Class A common stock and (ii) 57,552,608 shares of Class B common stock outstanding as of December 4, 2018 (as reported in the Issuer’s Quarterly Report on Form 10-Q as filed by the Issuer with the SEC on December 11, 2018).

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of a Group

Not Applicable

Item 10.

Certification

Not Applicable

INDEX TO EXHIBITS


Exhibit Number		Exhibit

99.1		Joint Filing Agreement

99.2		Power of Attorney

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019


BASELINE VENTURES 2009, LLC		BASELINE VENTURES 2009 ASSOCIATES, LLC
By:	Baseline Ventures 2009 Associates, LLC, its General Partner

By:	/s/ Stephanie Malkowski	By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski		Name: Stephanie Malkowski
	Title: Attorney-in-Fact		Title: Attorney-in-Fact


BASELINE ENCORE L.P.		BASELINE ENCORE ASSOCIATES, LLC
By:	Baseline Encore Associates, LLC,
	its General Partner	By:	/s/ Stephanie Malkowski
			Name: Stephanie Malkowski
			Title: Attorney-in-Fact

By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski
	Title: Attorney-in-Fact


BASELINE INCREASED EXPOSURE FUND, LLC		BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC
By:	Baseline Increased Exposure Fund Associates, LLC,
	its General Partner	By:	/s/ Stephanie Malkowski
			Name: Stephanie Malkowski
			Title: Attorney-in-Fact

By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski
	Title: Attorney-in-Fact


BASELINE CABLE CAR, LLC		STEVEN ANDERSON

By:	/s/ Stephanie Malkowski	By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski		Name: Stephanie Malkowski, as Attorney-in-Fact
	Title: Attorney-in-Fact

EX-99.1 2 d701592dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Stitch Fix, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14^th day of February, 2019.


BASELINE VENTURES 2009, LLC		BASELINE VENTURES 2009 ASSOCIATES, LLC
By:	Baseline Ventures 2009 Associates, LLC, its General Partner

By:	/s/ Stephanie Malkowski	By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski		Name: Stephanie Malkowski
	Title: Attorney-in-Fact		Title: Attorney-in-Fact


BASELINE ENCORE L.P.		BASELINE ENCORE ASSOCIATES, LLC
By:	Baseline Encore Associates, LLC,
	its General Partner	By:	/s/ Stephanie Malkowski
			Name: Stephanie Malkowski
			Title: Attorney-in-Fact

By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski
	Title: Attorney-in-Fact


BASELINE INCREASED EXPOSURE FUND, LLC		BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC
By:	Baseline Increased Exposure Fund Associates, LLC,
	its General Partner	By:	/s/ Stephanie Malkowski
			Name: Stephanie Malkowski
			Title: Attorney-in-Fact

By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski
	Title: Attorney-in-Fact


BASELINE CABLE CAR, LLC		STEVEN ANDERSON

By:	/s/ Stephanie Malkowski	By:	/s/ Stephanie Malkowski
	Name: Stephanie Malkowski		Name: Stephanie Malkowski, as Attorney-in-Fact
	Title: Attorney-in-Fact

EX-99.2 3 d701592dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY

The undersigned hereby constitute and appoint Stephanie Malkowski signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of securities of Stitch Fix, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G, (vi) Forms 13F and 13H and (vii) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, 13F or 13H, Schedules 13D and 13G or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agree to indemnify the attorney-in-fact from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect for each undersigned party until such undersigned party is no longer required to file such forms with respect to such undersigned party’s holdings of and transactions in securities issued by the Company, unless earlier revoked by such undersigned party in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as a beneficial owners of securities of the Company. This Power of Attorney shall expire when the attorney-in-fact ceases to be an employee of Baseline Industries, L.P. or its affiliates.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of February 12, 2019.


BASELINE VENTURES 2009, LLC		BASELINE VENTURES 2009 ASSOCIATES, LLC
By:	Baseline Ventures 2009 Associates, LLC, its General Partner

By:	/s/ Steven Anderson	By:	/s/ Steven Anderson
	Name: Steven Anderson		Name: Steven Anderson
	Title: Sole Member		Title: Sole Member


BASELINE ENCORE L.P.		BASELINE ENCORE ASSOCIATES, LLC
By:	Baseline Encore Associates, LLC,
	its General Partner	By:	/s/ Steven Anderson
			Name: Steven Anderson
			Title: Sole Member

By:	/s/ Steven Anderson
	Name: Steven Anderson
	Title: Sole Member


BASELINE INCREASED EXPOSURE FUND, LLC		BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC
By:	Baseline Increased Exposure Fund Associates, LLC,
	its General Partner	By:	/s/ Steven Anderson
			Name: Steven Anderson
			Title: Sole Member

By:	/s/ Steven Anderson
	Name: Steven Anderson
	Title: Sole Member


BASELINE CABLE CAR, LLC

By:	/s/ Steven Anderson	By:	/s/ Steven Anderson
	Name: Steven Anderson		Name: Steven Anderson
	Title: Sole Member