0001209191-17-061269.txt : 20171116 0001209191-17-061269.hdr.sgml : 20171116 20171116180045 ACCESSION NUMBER: 0001209191-17-061269 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171116 FILED AS OF DATE: 20171116 DATE AS OF CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohler Matt CENTRAL INDEX KEY: 0001572685 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209079 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vishria Eric CENTRAL INDEX KEY: 0001617474 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209072 MAIL ADDRESS: STREET 1: 2965 WOODSIDE ROAD CITY: WOODSIDE STATE: CA ZIP: 94062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BALKANSKI ALEXANDRE CENTRAL INDEX KEY: 0001190192 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209074 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUNLEVIE BRUCE CENTRAL INDEX KEY: 0001190211 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209078 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FENTON PETER H CENTRAL INDEX KEY: 0001219230 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209077 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARVEY KEVIN CENTRAL INDEX KEY: 0001190213 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209076 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAGLE ROBERT CENTRAL INDEX KEY: 0001183234 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209073 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPURLOCK STEVEN M CENTRAL INDEX KEY: 0001190193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209080 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASKY MITCHELL CENTRAL INDEX KEY: 0001091435 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 171209075 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: 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: 0731 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-11-16 0 0001576942 Stitch Fix, Inc. SFIX 0001190193 SPURLOCK STEVEN M C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001617474 Vishria Eric C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Series B Preferred Stock Class B Common Stock 17882240 I See footnote Series C Preferred Stock Class B Common Stock 1513330 I See footnote Series C Preferred Stock Class B Common Stock 3026665 I See footnote Each share of Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the reporting person into one share of Class B Common Stock and has no expiration date. Upon the completion or closing of the Issuer's initial public offering, each share of Series B Preferred Stock and Series C Preferred Stock will convert automatically into one share of Class B Common Stock. 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. 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. 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). 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. ("BCMC 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). This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. /s/ Steven M. Spurlock 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2017-11-16 /s/ Steven M. Spurlock, by power of attorney for Eric Vishria 2017-11-16 EX-24.3_752618 2 poa.txt POA DOCUMENT AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VII, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies"). Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted. The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act. December 11, 2014 BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member December 11, 2014 BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VII, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member December 11, 2014 BENCHMARK FOUNDERS' FUND VII, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VII, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member December 11, 2014 BENCHMARK FOUNDERS' FUND VII-B, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VII, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member December 11, 2014 By: /s/ Bruce W. Dunlevie --------------------------------------------------- Bruce W. Dunlevie December 11, 2014 By: /s/ J. William Gurley --------------------------------------------------- J. William Gurley December 11, 2014 By: /s/ Kevin R. Harvey --------------------------------------------------- Kevin R. Harvey December 11, 2014 By: /s/ Mitchell H. Lasky --------------------------------------------------- Mitchell H. Lasky December 11, 2014 By: /s/ Peter H. Fenton --------------------------------------------------- Peter H. Fenton December 11, 2014 By: /s/ Matthew R. Cohler --------------------------------------------------- Matthew R. Cohler AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies"). Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted. The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act. March 21, 2013 BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK FOUNDERS' FUND VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK FOUNDERS' FUND VI-B, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock --------------------------------------------------- Steven M. Spurlock, Managing Member March 21, 2013 By: /s/ Alexandre Balkanski --------------------------------------------------- Alexandre Balkanski March 21, 2013 By: /s/ Bruce W. Dunlevie --------------------------------------------------- Bruce W. Dunlevie March 21, 2013 By: /s/ J. William Gurley --------------------------------------------------- J. William Gurley March 21, 2013 By: /s/ Kevin R. Harvey --------------------------------------------------- Kevin R. Harvey March 21, 2013 By: /s/ Robert C. Kagle --------------------------------------------------- Robert C. Kagle March 21, 2013 By: /s/ Mitchell H. Lasky --------------------------------------------------- Mitchell H. Lasky March 21, 2013 By: /s/ Peter H. Fenton --------------------------------------------------- Peter H. Fenton March 21, 2013 By: /s/ Matthew R. Cohler --------------------------------------------------- Matthew R. Cohler