Benchmark Capital Management Co. VII, L.L.C. - Jun 22, 2021 Form 4 Insider Report for Stitch Fix, Inc. (SFIX)

Role: 10%+ Owner
Signature: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C.
Stock symbol: SFIX
Transactions as of: Jun 22, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/24/2021, 08:56 PM
Next filing: Oct 19, 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	+1.82M		$0.00	1.82M	Jun 22, 2021	See footnote	F1
transaction	SFIX	Class A Common Stock	Conversion of derivative security	$0	+283K		$0.00	283K	Jun 22, 2021	See footnote	F2
transaction	SFIX	Class A Common Stock	Other	$0	-1.82M	-100%	$0.00^*	0	Jun 22, 2021	See footnote	F1, F3
transaction	SFIX	Class A Common Stock	Other	$0	-283K	-100%	$0.00^*	0	Jun 22, 2021	See footnote	F2, 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	-1.82M	-24.93%	$0.00	5.47M	Jun 22, 2021	Class A Common Stock	1.82M		See footnote	F1, F5, F6, F7
transaction	SFIX	Class B Common Stock	Conversion of derivative security	$0	-283K	-24.93%	$0.00	853K	Jun 22, 2021	Class A Common Stock	283K		See footnote	F2, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Benchmark Capital Management Co. VII, L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky, Steven M. Spurlock and Eric H. Vishria, the managing members of BCMC VII, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent such person's or entity's pecuniary interest in such securities).
F2	Shares are held by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for BCP VI, Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and investment power over such shares. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC VI, may be deemed to share voting and investment power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent such person's or entity's pecuniary interest in such securities).
F3	Represents a pro-rata, in-kind distribution by BCP VII and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
F4	Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
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 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.

Remarks:

This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable members.