| SCHEDULE 13G | |
| | |
| CUSIP No. 860897107 | | Page 5 of 10 Pages |
| Item 1(a). | Name of Issuer: |
Stitch Fix, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1 Montgomery Street, Suite 1500, San Francisco, California, 94104
| Item 2(a). | Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)
| i) | Light Street Capital Management, LLC (“LSCM”); |
| ii) | Glen Thomas Kacher (“Mr. Kacher”); and |
| iii) | Light Street Mercury Master Fund, L.P. (“Mercury”). |
This Statement relates to Shares (as defined herein) held for the account of Mercury, Light Street Halogen, L.P., a Delaware limited partnership (“Halogen”) and Light Street Tungsten Master Fund, L.P., an exempted limited partnership in the Cayman Islands (“Tungsten”). LSCM serves as investment adviser and general partner to each of Mercury, Halogen and Tungsten, and, in such capacity, exercises voting and investment power over the Shares held in the accounts for each of Mercury, Halogen and Tungsten. Mr. Kacher is the Chief Investment Officer of LSCM.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 525 University Avenue, Suite 300, Palo Alto, CA 94301.
| i) | LSCM is a limited liability company incorporated in Delaware; |
| | ii) | Mr. Kacher is a citizen of the United States of America; and |
| | iii) | Mercury is an exempted limited partnership in the Cayman Islands. |
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.00002 per share (“Shares”)
860897107
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
This Item 3 is not applicable.
| SCHEDULE 13G | |
| | |
| CUSIP No. 860897107 | | Page 6 of 10 Pages |
| Item 4(a) | Amount Beneficially Owned: |
As of March 14, 2018, each of LSCM and Mr. Kacher may be deemed the beneficial owner of 1,224,518 Shares. This amount consists of: (A) 974,950 Shares held for the account of Mercury; (B) 235,510 Shares held for the account of Halogen; and (C) 14,058 Shares held for the account of Tungsten.
| Item 4(b) | Percent of Class: |
As of March 14, 2018, each of LSCM and Mr. Kacher may be deemed the beneficial owner of approximately 7.1% of Shares outstanding, including approximately 5.6% held for the account Mercury. (These percentages are based on 17,256,799 Shares outstanding as of March 9, 2018, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on March 13, 2018.)
| Item 4(c) | Number of Shares as to which such person has: |
LSCM and Mr. Kacher: | |
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 1,224,518 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 1,224,518 |
| | |
| Mercury: | |
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 974,950 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 974,950 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See disclosure in Items 2 and 4 hereof.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| SCHEDULE 13G | |
| | |
| CUSIP No. 860897107 | | Page 7 of 10 Pages |
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
By signing below I certify that, to the best of my 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
