SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lake Katrina

(Last)

(First)

(Middle)

C/O STITCH FIX, INC.

1 MONTGOMERY STREET, SUITE 1500

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2017

3. Issuer Name and Ticker or Trading Symbol
Stitch Fix, Inc. [ SFIX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	06/29/2027	Class B Common Stock⁽²⁾⁽³⁾	181,232	$16.98	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	07/10/2027	Class B Common Stock⁽²⁾⁽³⁾	362,465	$16.98	D
Class B Common Stock	⁽²⁾	⁽⁵⁾	Class A Common Stock	1,055,772	⁽²⁾⁽³⁾	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽²⁾	⁽⁵⁾	Class A Common Stock	2,000,000	⁽²⁾⁽³⁾	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽²⁾	⁽⁵⁾	Class A Common Stock	11,436,050	⁽²⁾⁽³⁾	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. The stock option vests in equal monthly installments over 24 months beginning on June 30, 2019, subject to the individual's continued service through each vesting date.

2. 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.

3. 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.

4. The stock option vests in equal monthly installments over 24 months beginning on July 11, 2021, subject to the completion of this offering by July 11, 2018 and to the individual's continued service through each vesting date. If the completion of the Issuer's initial public offering does not occur by July 11, 2018, the stock option shall be cancelled.

5. Not applicable.

6. The shares are held by the John C. Clifford and Katrina M. Lake, Trustees of the John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016.

7. The shares are held by Katrina M, Lake, Trustee of The Katrina M. Lake 2017 Grantor Retained Annuity Trust - I dated April 24, 2017

8. The shares are held by Katrina M. Lake, Trustee of The Katrina M. Lake Revocable Trust dated May 23, 2016.

Remarks:

	/s/ Scott Darling, Attorney-in-Fact for Katrina Lake	11/16/2017
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.