Statement of Ownership (sc 13g)
May 09 2022 - 4:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Stitch Fix, Inc.
(Name of Issuer)
Class A common stock, par value $0.00002 per share
(Title of Class of Securities)
860897107
(CUSIP Number)
April 29, 2022
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the
Schedule is filed:
¨ |
Rule 13d-1(b) |
x |
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
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1. |
Names of Reporting Persons
D. E. Shaw & Co., L.L.C.
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2. |
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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¨ |
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3. |
SEC Use Only
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4. |
Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
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|
|
6. |
Shared Voting Power
4,157,135
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7. |
Sole Dispositive Power
-0-
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8. |
Shared Dispositive Power
4,157,135
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,157,135
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
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|
11. |
Percent of Class Represented by Amount in Row (9)
5.0%1
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|
12. |
Type of Reporting Person (See Instructions)
OO |
1 On April 29, 2022, D. E. Shaw & Co., L.P. and David
E. Shaw became the beneficial owners of more than 5% of the class of securities. On May 2, 2022, D. E. Shaw & Co., L.L.C. became
the beneficial owner of more than 5% of the class of securities. The beneficial ownership information provided in this document is current
as of May 2, 2022.
CUSIP No. 860897107
|
|
1. |
Names of Reporting Persons
D. E. Shaw & Co., L.P.
|
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b)
|
¨ |
|
3. |
SEC Use Only
|
|
4. |
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
6. |
Shared Voting Power
4,173,003
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
8. |
Shared Dispositive Power
4,173,103
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,173,103
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.0%1
|
|
12. |
Type of Reporting Person (See Instructions)
IA, PN |
1 On April 29, 2022, D. E. Shaw & Co., L.P. and David
E. Shaw became the beneficial owners of more than 5% of the class of securities. On May 2, 2022, D. E. Shaw & Co., L.L.C. became
the beneficial owner of more than 5% of the class of securities. The beneficial ownership information provided in this document is current
as of May 2, 2022.
CUSIP No. 860897107
|
|
1. |
Names of Reporting Persons
David E. Shaw
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
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(b)
|
¨ |
|
3. |
SEC Use Only
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|
4. |
Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
-0- |
|
|
|
6. |
Shared Voting Power
4,173,003
|
|
|
|
7. |
Sole Dispositive Power
-0-
|
|
|
|
8. |
Shared Dispositive Power
4,173,103
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,173,103
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
11. |
Percent of Class Represented by Amount in Row (9)
5.0%1
|
|
12. |
Type of Reporting Person (See Instructions)
IN |
1 On April 29, 2022, D. E. Shaw & Co., L.P. and David
E. Shaw became the beneficial owners of more than 5% of the class of securities. On May 2, 2022, D. E. Shaw & Co., L.L.C. became
the beneficial owner of more than 5% of the class of securities. The beneficial ownership information provided in this document is current
as of May 2, 2022.
Item 1. |
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(a) |
Name of Issuer |
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Stitch Fix, Inc. |
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(b) |
Address of Issuer's Principal Executive Offices |
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1 Montgomery Street, Suite 1500
San Francisco, CA 94104
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Item 2. |
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(a) |
Name of Person Filing |
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D. E. Shaw & Co., L.L.C.
D. E. Shaw & Co., L.P.
David E. Shaw |
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(b) |
Address of Principal Business Office or, if none, Residence |
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|
The business address for each reporting person is:
1166 Avenue of the Americas, 9th Floor
New York, NY 10036 |
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(c) |
Citizenship |
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D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America. |
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(d) |
Title of Class of Securities |
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Class A common stock, par value $0.00002 per share |
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(e) |
CUSIP Number |
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860897107 |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
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Not Applicable
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Item 4. |
Ownership |
As of May 2, 2022:
(a) |
Amount beneficially owned: |
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D. E. Shaw & Co., L.L.C.: |
4,157,135 shares
This is composed of (i) 2,364,130 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C., (ii) 40,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the
exercise of call options, (iii) 1,681,609 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., and (iv) 71,396 shares
in the name of D. E. Shaw Composite Portfolios, L.L.C.
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|
D. E. Shaw & Co., L.P.:
|
4,173,103 shares
This is composed of (i) 2,364,130 shares in the name of D. E.
Shaw Valence Portfolios, L.L.C., (ii) 40,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the
exercise of call options, (iii) 1,681,609 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 71,396 shares in the name
of D. E. Shaw Composite Portfolios, L.L.C., and (v) 15,968 shares under the management of D. E. Shaw Investment
Management, L.L.C.
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|
David E. Shaw: |
4,173,103 shares
This is composed of (i) 2,364,130 shares in the name of D. E.
Shaw Valence Portfolios, L.L.C., (ii) 40,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the
exercise of call options, (iii) 1,681,609 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 71,396 shares in the name
of D. E. Shaw Composite Portfolios, L.L.C., and (v) 15,968 shares under the management of D. E. Shaw Investment Management,
L.L.C.
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D. E. Shaw & Co., L.L.C.: |
5.0% |
|
D. E. Shaw & Co., L.P.: |
5.0% |
|
David E. Shaw: |
5.0% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
|
D. E. Shaw & Co., L.L.C.: |
-0- shares |
|
D. E. Shaw & Co., L.P.: |
-0- shares |
|
David E. Shaw: |
-0- shares |
| (ii) | Shared power to vote or to direct the vote: |
|
D. E. Shaw & Co., L.L.C.: |
4,157,135 shares |
|
D. E. Shaw & Co., L.P.: |
4,173,003 shares |
|
David E. Shaw: |
4,173,003 shares |
| (iii) | Sole power to dispose or to direct the disposition
of: |
|
D. E. Shaw & Co., L.L.C.: |
-0- shares |
|
D. E. Shaw & Co., L.P.: |
-0- shares |
|
David E. Shaw: |
-0- shares |
| (iv) | Shared power to dispose or to direct the disposition
of: |
|
D. E. Shaw & Co., L.L.C.: |
4,157,135 shares |
|
D. E. Shaw & Co., L.P.: |
4,173,103 shares |
|
David E. Shaw: |
4,173,103 shares |
David E.
Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw
& Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw
Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the
managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw’s position as President and sole
shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn
is the manager of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Composite Portfolios,
L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 4,173,003 shares, and the shared power to
dispose or direct the disposition of 4,173,103 shares, the 4,173,103 shares as described above constituting 5.0% of the outstanding
shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims
beneficial ownership of such 4,173,103 shares.
Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable
|
Item 6. |
Ownership of More than Five 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 Group |
Not Applicable
|
Item 10. |
Certification |
By signing below, each of D. E. Shaw & Co., L.L.C., D. E. Shaw
& Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March
1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.
Dated: May 9, 2022
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D. E. Shaw & Co., L.L.C. |
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By: |
/s/ Nathan Thomas |
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Nathan Thomas |
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Authorized Signatory |
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D. E. Shaw & Co., L.P. |
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By: |
/s/ Nathan Thomas |
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Nathan Thomas |
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Chief Compliance Officer |
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David E. Shaw |
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By: |
/s/ Nathan Thomas |
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Nathan Thomas |
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Attorney-in-Fact for David E. Shaw |
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