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1.
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Names of Reporting Persons
Katrina Lake
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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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
United States
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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
11,274,508 (1)(2)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
11,274,508 (1)(2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,274,508 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
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11.
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Percent of Class Represented by Amount in Row 9
14.8%(2)(3)(4)
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12.
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Type of Reporting Person (see instructions)
IN
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(1) Consists of (i) 10,241,397 shares of Class B common stock held by the Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is the trustee, (ii) 298,771 shares of Class B common stock held by the Katrina M. Lake 2017 Irrevocable Trust, of which Ms. Lake is the trustee (iii) 349,982 shares of Class B common stock and 9,557 shares of Class A common stock held by the John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is a co-trustee (iv) 216,223 shares of Class A common stock issuable under outstanding options exercisable within 60 days of December 31, 2020, and (v) 158,578 shares of Class B common stock issuable under outstanding options exercisable within 60 days of December 31, 2020.
(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 76,420,630 shares of Class A common stock (assuming the conversion of the 10,890,150 shares of Class B common stock held by the reporting person and that the 216,223 shares of Class A common stock and 158,578 shares of Class B common stock underlying stock options referred in footnote (1) above are deemed outstanding) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 10.6%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 11,274,508 shares of Class A and Class B common stock held by the reporting person represent 23.2% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020 (assuming that the 216,223 shares of Class A common stock and 158,578 shares of Class B common stock underlying stock options referred in footnote (1) above are deemed outstanding).
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1.
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Names of Reporting Persons
Katrina M. Lake Revocable Trust dated May 23, 2016
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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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
California
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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
10,241,397 (1)(2)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
10,241,397 (1)(2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,241,397 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
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11.
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Percent of Class Represented by Amount in Row 9
13.6%(2)(3)(4)
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12.
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Type of Reporting Person (see instructions)
OO
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(1) Consists of 10,241,397 shares of Class B common stock held by the Katrina M. Lake Revocable Trust dated May 23, 2016. Ms. Lake retains sole voting and dispositive power over these shares.
(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 75,397,076 shares of Class A common stock (assuming the conversion of the 10,241,397 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 9.6%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 10,241,397 shares of Class B common stock held by the reporting person represent 21.6% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.
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1.
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Names of Reporting Persons
Katrina M. Lake 2017 Irrevocable Trust
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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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
California
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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
298,771 (1)(2)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
298,771 (1)(2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
298,771 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
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11.
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Percent of Class Represented by Amount in Row 9
0.5%(2)(3)(4)
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12.
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Type of Reporting Person (see instructions)
OO
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(1) Consists of 298,771 shares of Class B common stock held by the Katrina M. Lake 2017 Irrevocable Trust. Ms. Lake retains sole voting and dispositive power over these shares.
(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 65,454,450 shares of Class A common stock (assuming the conversion of the 298,771 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 298,771 shares of Class B common stock held by the reporting person represent 0.6% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.
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1.
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Names of Reporting Persons
John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a) ¨
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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
California
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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
359,539 (1)(2)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
359,539 (1)(2)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
359,539 (1)(2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
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11.
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Percent of Class Represented by Amount in Row 9
0.5%(2)(3)(4)
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12.
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Type of Reporting Person (see instructions)
OO
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(1) Consists of 349,982 shares of Class B common stock and 9,557 shares of Class A common stock held by the John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016. Ms. Lake retains sole voting and dispositive power over these shares.
(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 65,505,661 shares of Class A common stock (assuming the conversion of the 349,982 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 359,539 shares of Class A and Class B common stock held by the reporting person represent 0.7% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.
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Item 1(a).
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Name of Issuer: Stitch Fix, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
1 Montgomery Street
Suite 1500
San Francisco, CA 94104
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Item 2(a).
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Name of Person Filing:
Katrina Lake
Katrina M. Lake Revocable Trust dated May 23, 2016 (“Lake Trust”)
Katrina M. Lake 2017 Irrevocable Trust (“Irrevocable Trust”)
John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016 (“Clifford/Lake Trust”)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
c/o Stitch Fix, Inc.
1 Montgomery Street,
Suite 1500
San Francisco, CA 94104
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Item 2(c).
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Citizenship:
Katrina Lake USA
Lake Trust California
Irrevocable Trust California
Clifford/Lake Trust California
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Item 2(d).
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Title of Class of Securities: Class A common stock
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Item 2(e).
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CUSIP Number: 860897107
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Item 3.
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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:
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(a)
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¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
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(d)
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¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨ 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);
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(j)
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¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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¨ Group, in accordance with §240.13d–1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
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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, 2020:
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Reporting Person
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(a) Amount Beneficially Owned
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(b) Percent of Class
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(c) Number of shares as to which such person has:
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(i) Sole Voting Power
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(ii) Shared Voting Power
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(iii) Sole Dispositive Power
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(iv) Shared Dispositive Power
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Katrina Lake(1)(2)(3)
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11,274,508
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14.8%
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11,274,508
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0
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11,274,508
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0
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Lake Trust(2)(4)
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10,241,397
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13.6%
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10,241,397
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0
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10,241,397
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0
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Irrevocable Trust (2)(5)
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298,771
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0.5%
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298,771
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0
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298,771
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0
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Clifford/Lake Trust(2)(6)
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359,539
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0.5%
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359,539
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0
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359,539
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0
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(1) Consists of (i) 10,241,397 shares of Class B common stock held by the Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is the trustee, (ii) 298,771 shares of Class B common stock held by the Katrina M. Lake 2017 Irrevocable Trust, of which Ms. Lake is the trustee and (iii) 349,982 shares of Class B common stock and 9,557 shares of Class A common stock held by the John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is a co-trustee, (iv) 216,223 shares of Class A common stock issuable under outstanding options exercisable within 60 days of December 31, 2020, and (v) 158,578 shares of Class B common stock issuable under outstanding options exercisable within 60 days of December 31, 2020.
(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 76,420,630 shares of Class A common stock (assuming the conversion of the 10,890,150 shares of Class B Common Stock held by the reporting person and that the 216,223 shares of Class A common stock and 158,578 shares of Class B common stock underlying stock options referred in footnote (1) above are deemed outstanding) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 10.6%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 11,274,508 shares of Class A and Class B common stock held by the reporting person represent 23.2% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020 (assuming that the 216,223 shares of Class A common stock and 158,578 shares of Class B common stock underlying stock options referred in footnote (1) above are deemed outstanding).
(4) The percent of class was calculated based on 75,397,076 shares of Class A common stock (assuming the conversion of the 10,241,397 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 9.6%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 10,241,397 shares of Class B common stock held by the reporting person represent 21.6% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.
(5) The percent of class was calculated based on 65,454,450 shares of Class A common stock (assuming the conversion of the 298,771 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 298,771 shares of Class B common stock held by the reporting person represent 0.6% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.
(6) The percent of class was calculated based on 65,505,661 shares of Class A common stock (assuming the conversion of the 349,982 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 349,982 shares of Class B common stock and 9,557 shares of Class A common held by the reporting person represent 0.7% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.
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
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 11, 2021
/s/ Katrina Lake
Katrina Lake
KATRINA M. LAKE REVOCABLE
TRUST DATED MAY 23, 2016
/s/ Katrina Lake
Katrina Lake, Trustee
KATRINA M. LAKE 2017 IRREVOCABLE TRUST
/s/ Katrina Lake
Katrina Lake, Trustee
JOHN C. CLIFFORD AND KATRINA M. LAKE
REVOCABLE TRUST DATED MAY 23, 2016
/s/ Katrina Lake
Katrina Lake, Co-Trustee