Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-041536
Date:2020-07-02
Issuer: STITCH FIX, INC. (SFIX)
Original Submission Date:

Reporting Person:

DARLING SCOTT
C/O STITCH FIX, INC.
1 MONTGOMERY STREET, SUITE 1500 SAN FRANCISCO, CA 94104

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-07-02 C 3,000 a $0.00 90,074 direct
CLASS A COMMON STOCK 2020-07-02 S 8,000 d $27.44 82,074 direct
CLASS A COMMON STOCK 2020-07-07 C 8,000 a $0.00 90,074 direct
CLASS A COMMON STOCK 2020-07-07 S 12,000 d $30.00 78,074 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 4.94 2020-07-02 deemed execution date M 3,000 (d) 2026-10-28 class b common stock 3,000 $4.94 69,274 direct
CLASS B COMMON STOCK 4.94 2020-07-02 deemed execution date M 3,000 (a) class a common stock 3,000 $4.94 3,000 direct
CLASS B COMMON STOCK 0.0 2020-07-02 deemed execution date C 3,000 (d) class a common stock 3,000 $0.00 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 4.94 2020-07-07 deemed execution date M 8,000 (d) 2026-10-28 class b common stock 8,000 $4.94 61,274 direct
CLASS B COMMON STOCK 4.94 2020-07-07 deemed execution date M 8,000 (a) class a common stock 8,000 $4.94 8,000 direct
CLASS B COMMON STOCK 0.0 2020-07-07 deemed execution date C 8,000 (d) class a common stock 8,000 $0.00 0 direct
Footnotes
IDfootnote
f1 represents the conversion of class b common stock into class a common stock held of record by the reporting person.
f2 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 noexpiration date.
f3 shares disposed of pursuant to a previously established rule 10b5-1 plan.
f4 the reported price in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $27.00 to $27.50 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.
f5 the stock option vests over four years, with 25% of the securities vesting on october 28, 2017 and the balance vesting in equal monthlyinstallments over the remaining three years, subject to the individual's continued service through each vesting date.
f6 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 commonstock and has no expiration date. class b common stock will convert automatically into class a common stock on the earlier of (i) the dateon which the number of outstanding shares of class b common stock represents less than 10% of the aggregate combined number ofoutstanding shares of class a common stock and class b common stock; (ii) ten years following the effective date of the issuer's initialpublic 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 asingle class.
f7 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 restatedcertificate of incorporation of the issuer) of the reporting person, shares of class b common stock held by the reporting person or thereporting person's permitted estate planning entities will convert into class a common stock.
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