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Delaware
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27-5026540
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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Jodie Bourdet
David Peinsipp
Siana Lowrey
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
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Scott Darling
Casey O’Connor
Stephanie Tang
Stitch Fix, Inc.
1 Montgomery Street, Suite 1500
San Francisco, California 94104
(415) 882-7765
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Large accelerated filer ý
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Emerging growth company ¨
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Title of Securities
to be Registered
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Amount to be Registered(1)
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Proposed Maximum
Offering
Price per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A common stock, par value $0.00002 per share
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5,069,874 shares(2)
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$18.29(3)
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$92,727,995.46
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$12,036.10
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Class A common stock that become issuable under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected which results in an increase in the number of Registrant’s outstanding shares of Class A common stock, as applicable.
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(2)
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Represents shares of Class A common stock that were added to the shares reserved for future issuance under the 2017 Plan on August 4, 2019 pursuant to approval of the Registrant’s board of directors (the “Board”) in connection with an “evergreen” provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan may be increased by the Board as of the first day of each fiscal year, starting in 2018 and ending in 2027, by a number of shares of Class A common stock that does not exceed 5.0% of the total number of shares of all classes of common stock outstanding on the last day of the preceding fiscal year. On January 24, 2019, the Board approved an increase to the shares reserved for issuance under the 2017 Plan as of August 4, 2019, the first day of the Registrant’s 2020 fiscal year, by the number of shares of the Registrant’s Class A common stock equal to 5% of the total number of shares of capital stock outstanding on August 3, 2019, the final day of the Registrant’s 2019 fiscal year.
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(3)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $18.29 per share, the average of the high and low prices of the Registrant’s Class A common stock on September 27, 2019 as reported on the Nasdaq Global Select Market.
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Incorporation by Reference
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Exhibit
Number
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Description
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Form
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File No.
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Exhibit
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Filing Date
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Filed or Furnished Herewith
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4.1
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8-K
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001-38291
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3.1
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11/21/2017
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4.2
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8-K
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001-38291
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3.2
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11/21/2017
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4.3
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S-1/A
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333-221014
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4.1
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11/6/2017
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5.1*
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X
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23.1*
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X
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23.2*
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X
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24.1*
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X
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99.1
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10-K
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001-38291
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10.4
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10/3/2018
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99.2
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S-1/A
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333-221014
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10.5
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11/6/2017
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99.3
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S-1/A
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333-221014
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10.6
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11/6/2017
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By:
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/s/ Katrina Lake
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Katrina Lake
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Founder, Chief Executive Officer and Director
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Name
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Title
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Date
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/s/ Katrina Lake
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Founder, Chief Executive Officer and Director
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October 2, 2019
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Katrina Lake
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(Principal Executive Officer)
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/s/ Paul Yee
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Chief Financial Officer
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October 2, 2019
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Paul Yee
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(Principal Financial and Accounting Officer)
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/s/ Steven Anderson
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Director
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October 2, 2019
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Steven Anderson
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/s/ J. William Gurley
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Director
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October 2, 2019
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J. William Gurley
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/s/ Marka Hansen
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Director
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October 2, 2019
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Marka Hansen
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/s/ Kirsten Lynch
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Director
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October 2, 2019
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Kirsten Lynch
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/s/ Sharon McCollam
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Director
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October 2, 2019
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Sharon McCollam
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/s/ Mikkel Svane
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Director
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October 2, 2019
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Mikkel Svane
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/s/ Elizabeth Williams
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Director
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October 2, 2019
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Elizabeth Williams
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Jodie M. Bourdet
+1 415 693 2054
jbourdet@cooley.com
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