Matt Cohler Form 4 Stitch Fix / STEVEN M SPURLOCK 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^*

SPURLOCK STEVEN M

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(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)
03/12/2019

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	03/12/2019		C		3,460,060	A	$0.00	3,460,060	I	See footnote(1)
Class A Common Stock	03/12/2019		C		539,940	A	$0.00	539,940	I	See footnote(2)
Class A Common Stock	03/12/2019		J(3)		3,460,060	D	$0.00	0	I	See footnote(1)
Class A Common Stock	03/12/2019		J(4)		539,940	D	$0.00	0	I	See footnote(2)
Class A Common Stock	03/12/2019		J(5)		56,966	A	$0.00	135,369	I	See footnote(6)
Class A Common Stock	03/13/2019		S		3,403	D	$32.0468(7)	131,966	I	See footnote(6)
Class A Common Stock	03/13/2019		S		986	D	$32.9873(8)	130,980	I	See footnote(6)
Class A Common Stock	03/12/2019		J(4)		2,653	A	$0.00	4,643	I	See footnote(9)
Class A Common Stock	03/12/2019		J(4)		12,354	A	$0.00	21,488	I	See footnote(10)
Class A Common Stock	03/12/2019		J(5)		169,023	A	$0.00	280,816	I	See footnote(11)
Class A Common Stock	03/12/2019		J(5)		48,554	A	$0.00	48,554	I	See footnote(12)
Class A Common Stock	03/13/2019		S		39,324	D	$32.0012(13)	9,230	I	See footnote(12)
Class A Common Stock	03/12/2019		J(5)		175,017	A	$0.00	175,017	I	See footnote(14)
Class A Common Stock	03/13/2019		S		24,244	D	$32.0012(13)	150,773	I	See footnote(14)
Class A Common Stock	03/14/2019		S		13,169	D	$32.0009(15)	137,604	I	See footnote(12)
Class A Common Stock	03/12/2019		J(5)		119,483	A	$0.00	279,462	I	See footnote(16)
Class A Common Stock	03/13/2019		S		220,405	D	$31.9304(17)	59,057	I	See footnote(16)
Class A Common Stock	03/13/2019		S		44,641	D	$32.6557(18)	14,416	I	See footnote(16)
Class A Common Stock	03/13/2019		S		1,000	D	$33.41	13,416	I	See footnote(16)
Class A Common Stock	03/13/2019		S		10,402	D	$32.0468(7)	3,014	I	See footnote(16)
Class A Common Stock	03/13/2019		S		3,014	D	$32.9873(8)	0	I	See footnote(16)
Class A Common Stock	03/12/2019		J(5)		25,064	A	$0.00	62,661	I	See footnote(19)
Class A Common Stock	03/12/2019		J(5)		178,530	A	$0.00	444,976	I	See footnote(20)
Class A Common Stock	03/12/2019		J(5)		76,207	A	$0.00	164,673	I	See footnote(21)
Class A Common Stock	03/12/2019		J(3)		29,792	A	$0.00	74,478	I	See footnote(22)
Class A Common Stock	03/12/2019		J(5)		163,622	A	$0.00	285,830	I	See footnote(23)
Class A Common Stock	03/13/2019		S		150,000	D	$32.041(24)	135,830	I	See footnote(23)
Class A Common Stock	03/12/2019		J(3)		3,277	A	$0.00	5,735	I	See footnote(25)
Class A Common Stock	03/12/2019		J(5)		625	A	$0.00	1,091	I	See footnote(26)

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	(27)(28)	03/12/2019		C			3,460,060	(27)(28)	(29)	Class A Common Stock	3,460,060	$0.00	10,745,420	I	See footnote(1)
Class B Common Stock	(27)(28)	03/12/2019		C			539,940	(27)(28)	(29)	Class A Common Stock	539,940	$0.00	1,676,815	I	See footnote(2)

1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BALKANSKI ALEXANDRE

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cohler Matt

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DUNLEVIE BRUCE

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FENTON PETER H

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAGLE ROBERT

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LASKY MITCHELL

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vishria Eric

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. 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 H. 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).

2. 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).

3. 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.

4. 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.

5. 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.

6. Shares are held by Steven M. Spurlock's family trust.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.645 to $32.63, 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.65 to $33.41, 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.

9. Shares are held by a limited partnership controlled by Alexandre Balkanski.

10. Shares are held by Alexandre Balkanski's family trust.

11. Shares are held by Matthew R. Cohler's family trust.

12. Shares are held by limited partnerships controlled by Bruce W. Dunlevie.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.08, 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.

14. Shares are held by Bruce W. Dunlevie's family trust.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.02, 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.

16. Shares are held by Peter H. Fenton's family trust.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.32 to $32.315, 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.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.32 to $33.21, 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.

19. Shares are held by limited partnerships controlled by Kevin R. Harvey.

20. Shares are held by Kevin R. Harvey's family trust.

21. Shares are held directly by Robert C. Kagle.

22. Shares are held by a limited partnership controlled by Robert C. Kagle.

23. Shares are held by Mitchell H. Lasky's family trust.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.27, 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.

25. Shares are held by a limited partnership controlled by Mitchell H. Lasky.

26. Shares are held directly by Eric H. Vishria.

27. 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.

28. 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.

29. Not applicable.

Remarks:

This report is one of three 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	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Matthew R. Cohler	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky	03/14/2019
	/s/ Steven M. Spurlock, by power of attorney for Eric Vishria	03/14/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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