| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Stitch Fix, Inc. [ SFIX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 10/21/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 10/23/2020 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 10/21/2020 | C | 826,451(3)(4) | A | $0.00 | 826,451 | I | See Footnotes(1)(2) | ||
| Class A Common Stock | 10/21/2020 | J(1) | 826,451(3)(4) | D | $0.00 | 0 | I | See Footnotes(1)(2) | ||
| 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 | (5)(6) | 10/21/2020 | C | 826,451(3)(4) | (5)(6) | (7) | Class A Common Stock | 826,451 | $0.00 | 22,593,831 | I | See Footnotes(1)(2) | |||
| Class B Common Stock | (5)(6) | 10/21/2020 | J(1)(8) | 375,576(1)(8) | (5)(6) | (7) | Class A Common Stock | 375,576(8) | $0.00 | 22,218,255 | I | See Footnotes(1)(2)(8) | |||
| Class B Common Stock | (5)(6) | 10/21/2020 | J(1)(8) | 375,576(8) | (5) | (7) | Class A Common Stock | 375,576 | $0.00 | 401,152 | D(1)(8) | ||||
| Explanation of Responses: |
| 1. On October 21, 2020: (i) Baseline Ventures 2009, LLC ("BV 2009") distributed Class A common stock to its non-managing members and Class B common stock to its managing member (Baseline Ventures 2009 Associates, LLC ("BVA 2009")). BVA 2009 is the managing member of BV 2009. Steven Anderson is the sole member of BVA 2009. (ii) Baseline Increased Exposure Fund, LLC ("BIE") distributed Class A common stock to it non-managing members and Class B common stock to its managing member (Baseline Increased Exposure Fund Associates, LLC ("BIEA")). Steven Anderson is the sole member of BIEA. (iii) BVA 2009 and BIEA in turn distributed Class B common stock to Steven Anderson. |
| 2. Following the distribution, the shares held indirectly by the Reporting Person are follows: (i) 7,132,819 shares of Class B common stock directly held by BIE; (ii) 14,542,125 shares of Class B common stock directly held by BV 2009; (iii) 277,911 shares of Class B common stock held directly by Baseline Cable Car, LLC; (iv) 265,400 shares of Class B common stock held by Baseline Encore, L.P. ("BE"). Baseline Encore Associates, LLC ("BEA") is the general partner of BE; and (v) Steven Anderson is a Member of BIE and through such Membership interest indirectly owns up to 54,893 shares of Class B common stock through such membership interest in BIE (out of the shares that BIE owns referenced in (i)). Steven Anderson is the sole member of BCC and BEA. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 3. BV 2009 converted 554,731 shares from Class B to Class A common stock prior to the distribution of the Class A shares to the non-managing members of BV 2009. |
| 4. BIE converted 271,720 shares from Class B to Class A common stock prior to their distribution of the Class A shares to the non-managing members of BIE. |
| 5. 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. |
| 6. 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. |
| 7. Not Applicable. |
| 8. These Class B shares were distributed to BVA 2009 and BIEA, and then distributed to, and are held directly by the Reporting Person, Steven Anderson. |
| Remarks: |
| This amendment on Form 4/A amends and restates the Form 4 originally filed on October 23, 2020 (the "Original Form 4"). The Original Form 4 overstated the number of shares of Class B Common Stock directly held by the reporting person by 350,000 shares in Table II, Row 3, Column 9, an overstatement that was carried forward into subsequent filings. As of September 23, 2021, the reporting person directly held 5,312,455 shares of Class B Common Stock. |
| /s/ Steven P. Anderson | 12/13/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
