FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LIGHTSPEED VENTURE PARTNERS VIII LP
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)
(Last)          (First)          (Middle)

2200 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/6/2018
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock   9/6/2018     C (1) (2)    1148686   A   (1) (2) 1148686   I   By Lightspeed Venture Partners VIII, L.P.   (3) (4)
Class A Common Stock   9/6/2018     J (5)    1148686   D   (5) 0   I   By Lightspeed Venture Partners VIII, L.P.   (3) (4)
Class A Common Stock   9/6/2018     J (5)    246032   A   (5) 246032   I   By Lightspeed General Partner VIII, L.P.   (6) (4)
Class A Common Stock   9/6/2018     J (7)    246032   D   (7) 0   I   By Lightspeed General Partner VIII, L.P.   (6) (4)
Class A Common Stock   9/6/2018     J (7)    31886   A   (7) 31886   I   By Eggers Investments, L.P. - Fund 1   (8)
Class A Common Stock   9/6/2018     J (7)    32996   A   (7) 65992   I   By Mhatre Investments LP - Fund 1   (9)
Class A Common Stock   9/6/2018     J (7)    31886   A   (7) 95858   (10) I   By Nieh Family Investments LP - Fund 1   (11)
Class A Common Stock   9/6/2018     J (7)    31886   A   (7) 127544   I   By Schaepe-Chiu Investments I LP - Fund 1   (12)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Class B Common Stock     (1) (2) 9/6/2018     C   (1) (2)       1148686      (1) (2)   (1) (2) Class A Common Stock   1148686   $0   2297368   I   See Footnotes   (3) (4)

Explanation of Responses:
(1)  Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Any holder's shares of Class B Common Stock will convert automatically into Class A Common Stock, on a one-to-one basis, upon any of the following: (i) sale or transfer of such share of Class B Common Stock; (ii) the death of a stockholder that is a natural person; or (iii) on the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the tenth anniversary of the Issuer's initial public offering; or
(2)  (c) 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. Once transferred and converted into Class A Common Stock, the Class B Common Stock may not be reissued.
(3)  Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").
(4)  Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P. ("LGP VIII"), which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
(5)  Represents in-kind distribution by LVP VIII without consideration to its partners (including LGP VIII, the general partner of LVP VIII).
(6)  Shares held by LGP VIII.
(7)  Represents in-kind distribution by LGP VIII without consideration to its partners (including Messrs. Schaepe, Eggers, Mhatre, and Nieh).
(8)  Shares held by Eggers Investments, L.P. - Fund 1. Barry Eggers serves as trustee of the general partner of such entity.
(9)  Shares held by Mhatre Investments LP - Fund 1. Ravi Mhatre serves as trustee of the general partner of such entity.
(10)  Includes 200 shares held by Peter Nieh's wife.
(11)  Shares held by Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of such entity.
(12)  Shares held by Schaepe-Chiu Investments I LP - Fund 1. Christopher J. Schaepe serves as co-trustee of the general partner of such entity.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LIGHTSPEED VENTURE PARTNERS VIII LP
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X

Lightspeed General Partner VIII, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X

Lightspeed Ultimate General Partner VIII, Ltd.
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X

Eggers Barry
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X

Mhatre Ravi
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X

Nieh Peter
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X

SCHAEPE CHRISTOPHER J
2200 SAND HILL ROAD
MENLO PARK, CA 94025

X


Signatures
LIGHTSPEED VENTURE PARTNERS VIII, L.P. By: Lightspeed General Partner VIII, L.P., its general partner By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory 9/10/2018
** Signature of Reporting Person Date

LIGHTSPEED GENERAL PARTNER VIII, L.P. By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory 9/10/2018
** Signature of Reporting Person Date

LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ Ravi Mhatre Duly Authorized Signatory 9/10/2018
** Signature of Reporting Person Date

BARRY EGGERS By: /s/ Barry Eggers 9/10/2018
** Signature of Reporting Person Date

RAVI MHATRE By: /s/ Ravi Mhatre 9/10/2018
** Signature of Reporting Person Date

PETER NIEH By: /s/ Peter Nieh 9/10/2018
** Signature of Reporting Person Date

CHRISTOPHER J. SCHAEPE By: /s/ Christopher J. Schaepe 9/10/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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