Sec Form 4 Filing - LIGHTSPEED VENTURE PARTNERS VIII LP @ Stitch Fix, Inc. - 2018-07-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LIGHTSPEED VENTURE PARTNERS VIII LP
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)
(Last) (First) (Middle)
2200 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/11/2018
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/11/2018 C( 1 )( 2 ) 1,148,686 A 1,148,686 I By Lightspeed Venture Partners VIII, L.P. ( 3 ) ( 4 )
Class A Common Stock 07/11/2018 J( 5 ) 1,148,686 D 0 I By Lightspeed Venture Partners VIII, L.P. ( 3 ) ( 4 )
Class A Common Stock 07/11/2018 J( 5 ) 246,032 A 246,032 I By Lightspeed General Partner VIII, L.P. ( 6 ) ( 4 )
Class A Common Stock 07/11/2018 J( 7 ) 246,032 D 0 I By Lightspeed General Partner VIII, L.P. ( 6 ) ( 4 )
Class A Common Stock 07/11/2018 J( 7 ) 31,886 A 31,886 I By Eggers Investments, L.P. - Fund 1 ( 8 )
Class A Common Stock 07/11/2018 J( 7 ) 32,996 A 32,996 I By Mhatre Investments LP - Fund 1 ( 9 )
Class A Common Stock 07/11/2018 J( 7 ) 31,886 A 63,972 ( 10 ) I By Nieh Family Investments LP - Fund 1 ( 11 )
Class A Common Stock 07/11/2018 J( 7 ) 31,886 A 95,658 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 07/11/2018 C( 1 )( 2 ) 1,148,686 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 1,148,686 $ 0 3,446,054 I ( 3 ) ( 4 ) See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIGHTSPEED VENTURE PARTNERS VIII LP
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Lightspeed General Partner VIII, L.P.
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Lightspeed Ultimate General Partner VIII, Ltd.
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Eggers Barry
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Mhatre Ravi
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Nieh Peter
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
SCHAEPE CHRISTOPHER J
2200 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
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 07/13/2018
Signature of Reporting Person Date
LIGHTSPEED GENERAL PARTNER VIII, L.P. By: Lightspeed Ultimate General Partner VIII, Ltd., its general partner By: /s/ Ravi Mhatre Duly Authorized Signatory 07/13/2018
Signature of Reporting Person Date
LIGHTSPEED ULTIMATE GENERAL PARTNER VIII, LTD. By: /s/ Ravi Mhatre Duly Authorized Signatory 07/13/2018
Signature of Reporting Person Date
BARRY EGGERS By: /s/ Barry Eggers 07/13/2018
Signature of Reporting Person Date
RAVI MHATRE By: /s/ Ravi Mhatre 07/13/2018
Signature of Reporting Person Date
PETER NIEH By: /s/ Peter Nieh 07/13/2018
Signature of Reporting Person Date
CHRISTOPHER J. SCHAEPE By: /s/ Christopher J. Schaepe 07/13/2018
Signature of Reporting Person Date
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.
( 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.

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).
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