Steven P. Anderson - Oct 21, 2020 Form 4/A - Amendment Insider Report for Stitch Fix, Inc. (SFIX)

Signature
/s/ Steven P. Anderson
Stock symbol
SFIX
Transactions as of
Oct 21, 2020
Transactions value $
$0
Form type
4/A - Amendment
Date filed
12/13/2021, 03:00 PM
Date Of Original Report
Oct 23, 2020
Next filing
Jun 11, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SFIX Class A Common Stock Conversion of derivative security $0 +826K $0.00 826K Oct 21, 2020 See Footnotes F1, F2, F3, F4
transaction SFIX Class A Common Stock Other $0 -826K -100% $0.00* 0 Oct 21, 2020 See Footnotes F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SFIX Class B Common Stock Conversion of derivative security $0 -826K -3.53% $0.00 22.6M Oct 21, 2020 Class A Common Stock 826K See Footnotes F1, F2, F3, F4, F5, F6, F7
transaction SFIX Class B Common Stock Other $0 -376K -1.66% $0.00 22.2M Oct 21, 2020 Class A Common Stock 376K See Footnotes F1, F2, F5, F6, F7, F8
transaction SFIX Class B Common Stock Other $0 +376K +1468.47% $0.00 401K Oct 21, 2020 Class A Common Stock 376K Direct F1, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 Not Applicable.
F8 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.