0001209191-18-054548.txt : 20181009 0001209191-18-054548.hdr.sgml : 20181009 20181009165717 ACCESSION NUMBER: 0001209191-18-054548 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181004 FILED AS OF DATE: 20181009 DATE AS OF CHANGE: 20181009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPURLOCK STEVEN M CENTRAL INDEX KEY: 0001190193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114206 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: BALKANSKI ALEXANDRE CENTRAL INDEX KEY: 0001190192 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114207 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: Cohler Matt CENTRAL INDEX KEY: 0001572685 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114208 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114209 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114210 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114211 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114212 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38291 FILM NUMBER: 181114213 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-04 0 0001576942 Stitch Fix, Inc. SFIX 0001190193 SPURLOCK STEVEN M 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572685 Cohler Matt 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Class A Common Stock 2018-10-04 4 C 0 2595045 0.00 A 2595045 I See footnote Class A Common Stock 2018-10-04 4 C 0 404955 0.00 A 404955 I See footnote Class A Common Stock 2018-10-04 4 J 0 2595045 0.00 D 0 I See footnote Class A Common Stock 2018-10-04 4 J 0 404955 0.00 D 0 I See footnote Class A Common Stock 2018-10-04 4 J 0 42552 0.00 A 81676 I See footnote Class A Common Stock 2018-10-05 4 S 0 1673 26.4571 D 80003 I See footnote Class A Common Stock 2018-10-05 4 S 0 1034 27.61 D 78969 I See footnote Class A Common Stock 2018-10-05 4 S 0 566 28.4739 D 78403 I See footnote Class A Common Stock 2018-10-04 4 J 0 1990 0.00 A 1990 I See footnote Class A Common Stock 2018-10-04 4 J 0 9134 0.00 A 9134 I See footnote Class A Common Stock 2018-10-04 4 J 0 126257 0.00 A 126257 I See footnote Class A Common Stock 2018-10-05 5 G 0 E 14464 0.00 D 111793 I See footnote Class A Common Stock 2018-10-04 4 J 0 36415 0.00 A 36415 I See footnote Class A Common Stock 2018-10-05 4 S 0 32516 26.3603 D 3899 I See footnote Class A Common Stock 2018-10-05 4 S 0 3899 27.194 D 0 I See footnote Class A Common Stock 2018-10-04 4 J 0 130883 0.00 A 254717 I See footnote Class A Common Stock 2018-10-05 4 S 0 227441 26.3603 D 27276 I See footnote Class A Common Stock 2018-10-05 4 S 0 27276 27.194 D 0 I See footnote Class A Common Stock 2018-10-04 4 J 0 89024 0.00 A 215634 I See footnote Class A Common Stock 2018-10-05 4 S 0 5116 26.4571 D 210518 I See footnote Class A Common Stock 2018-10-05 4 S 0 3166 27.61 D 207352 I See footnote Class A Common Stock 2018-10-05 4 S 0 1734 28.4739 D 205618 I See footnote Class A Common Stock 2018-10-04 4 J 0 18798 0.00 A 37597 I See footnote Class A Common Stock 2018-10-04 4 J 0 133449 0.00 A 266446 I See footnote Class A Common Stock 2018-10-04 4 J 0 56941 0.00 A 113666 I See footnote Class A Common Stock 2018-10-05 4 S 0 25200 26.4231 D 88466 I See footnote Class A Common Stock 2018-10-04 4 J 0 22343 0.00 A 44686 I See footnote Class A Common Stock 2018-10-04 4 J 0 122208 0.00 A 122208 I See footnote Class A Common Stock 2018-10-04 4 J 0 2458 0.00 A 2458 I See footnote Class B Common Stock 2018-10-04 4 C 0 2595045 0.00 D Class A Common Stock 2595045 14205480 I See footnote Class B Common Stock 2018-10-04 4 C 0 404955 0.00 D Class A Common Stock 404955 2216755 I See footnote 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 such person's or entity's pecuniary interest in such securities). Shares are held 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 such person's or entity's pecuniary interest in such securities). Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by BCP VI, BCP VII and their affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Shares are held by Steven M. Spurlock's family trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.98 to $26.82, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.29 to $28.27, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.31 to $28.76, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by a limited partnership controlled by Alexandre Balkanski. Shares are held by Alexandre Balkanski's family trust. Shares are held by Matthew R. Cohler's family trust. Shares are held by limited partnerships controlled by Bruce W. Dunlevie. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.81 to $26.81, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.815 to $27.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by Bruce W. Dunlevie's family trust. Shares are held by Peter H. Fenton's family trusts. Shares are held by limited partnerships controlled by Kevin R. Harvey. Shares are held by Kevin R. Harvey's family trust. Shares are held directly by Robert C. Kagle. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.40 to $26.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are held by a limited partnership controlled by Robert C. Kagle. Shares are held by Mitchell H. Lasky's family trust. Shares are held by a limited partnership controlled by Mitchell H. Lasky. 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 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. Not applicable. This report is one of four reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members. /s/ Steven M. Spurlock 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2018-10-09 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2018-10-09