Mhatre Ravi Form 4 Stitch Fix / Barry Eggers ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	05/15/2018		C(1)(2)		1,148,686	A	(1)(2)	1,148,686	I	By Lightspeed Venture Partners VIII, L.P.(3)(4)
Class A Common Stock	05/15/2018		J(5)		1,148,686	D	(5)	0	I	By Lightspeed Venture Partners VIII, L.P.(3)(4)
Class A Common Stock	05/15/2018		J(5)		246,031	A	(5)	246,031	I	By Lightspeed General Partner VIII, L.P.(6)(4)
Class A Common Stock	05/15/2018		J(7)		246,031	D	(7)	0	I	By Lightspeed General Partner VIII, L.P.(6)(4)
Class A Common Stock	05/15/2018		J(7)		31,887	A	(7)	31,887	I	By Eggers Investments, L.P. - Fund 1(8)
Class A Common Stock	05/15/2018		J(7)		32,997	A	(7)	32,997	I	By Mhatre Investments LP - Fund 1(9)
Class A Common Stock	05/15/2018		J(7)		31,887	A	(7)	32,087(10)	I	By Nieh Family Investments LP - Fund 1(11)
Class A Common Stock	05/15/2018		J(7)		31,887	A	(7)	31,887	I	By Schaepe-Chiu Investments I LP - Fund 1(12)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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)	05/15/2018		C(1)(2)			1,148,686	(1)(2)	(1)(2)	Class A Common Stock	1,148,686	$0	9,189,484	I(3)(4)	See Footnotes(3)(4)

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner VIII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner VIII, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mhatre Ravi

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nieh Peter

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHAEPE CHRISTOPHER J

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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 (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.

2. 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, who acquired such shares at a per share price of $24.85 on November 28, 2017 in a small acquisition exempt from Form 4 reporting pursuant to Rule 16a-6.

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.

	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	05/17/2018
	LIGHTSPEED GENERAL PARTNER VIII, L.P. By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ RAVI MHATRE Duly Authorized Signatory	05/17/2018
	LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ RAVI MHATRE Duly Authorized Signatory	05/17/2018
	BARRY EGGERS By: /s/ BARRY EGGERS	05/17/2018
	RAVI MHATRE By: /s/ RAVI MHATRE	05/17/2018
	PETER NIEH By: /s/ PETER NIEH	05/17/2018
	CHRISTOPHER J. SCHAEPE By: /s/ CHRISTOPHER J. SCHAEPE	05/17/2018
	** Signature of Reporting Person	Date
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