Sec Form 4 Filing - Smith Mike C. @ Stitch Fix, Inc. - 2021-02-16

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
Smith Mike C.
2. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O STITCH FIX, INC., 1 MONTGOMERY STREET, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2021
(Street)
SAN FRANCISCO, CA94104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/16/2021 C( 1 ) 40,000 ( 2 ) A $ 0 87,356 D
Class A Common Stock 02/16/2021 S( 3 ) 3,400 D $ 82.5634 ( 4 ) 83,956 D
Class A Common Stock 02/16/2021 S( 3 ) 11,100 D $ 83.5938 ( 5 ) 72,856 D
Class A Common Stock 02/16/2021 S( 3 ) 12,130 D $ 84.251 ( 6 ) 60,726 D
Class A Common Stock 02/16/2021 S( 3 ) 5,470 D $ 85.5496 ( 7 ) 55,256 D
Class A Common Stock 02/16/2021 S( 3 ) 5,300 D $ 86.5521 ( 8 ) 49,956 D
Class A Common Stock 02/16/2021 S( 3 ) 2,600 D $ 87.3569 ( 9 ) 47,356 D
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
Employee Stock Option (Right to Buy) $ 1.3 02/16/2021 M 20,000 ( 10 ) 03/17/2025 Class B Common Stock ( 11 ) ( 12 ) 20,000 $ 0 183,804 D
Class B Common Stock $ 1.3 02/16/2021 M 20,000 ( 2 ) ( 2 ) Class A Common Stock 20,000 $ 0 598,364 D
Class B Common Stock ( 2 ) 02/16/2021 C( 1 ) 40,000 ( 2 ) ( 2 ) Class A Common Stock 40,000 $ 0 558,364 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Mike C.
C/O STITCH FIX, INC.
1 MONTGOMERY STREET, SUITE 1500
SAN FRANCISCO, CA94104
X
Signatures
/s/ Scott Darling, Attorney-in-Fact for Mike Smith 02/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
( 2 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
( 3 )Shares disposed of pursuant to a previously established Rule 10b5-1 plan.
( 4 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.97 to $82.96 per share. 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.
( 5 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $82.99 to $83.98 per share. 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.
( 6 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $83.99 to $84.98 per share. 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.
( 7 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $85.01 to $86.00 per share. 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 reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $86.10 to $87.08 per share. 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 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $87.20 to $87.75 per share. 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.
( 10 )Fully vested.
( 11 )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.
( 12 )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 a mended 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.

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).

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