Filing Details
- Accession Number:
- 0001104659-23-021672
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-13 19:00:00
- Filed By:
- Benchmark Capital Partners Vi Lp
- Company:
- Stitch Fix Inc. (NASDAQ:SFIX)
- Filing Date:
- 2023-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Benchmark Capital Partners VI | 704,486 | 853,407 | 704,486 | 853,407 | 704,486 | 0.8% |
| Benchmark Founders Fund VI | 44,059 | 3,587,821 | 44,059 | 3,587,821 | 44,059 | 0.1% |
| Benchmark Founders Fund VI-B | 28,918 | 3,587,821 | 28,918 | 3,587,821 | 28,918 | 0.0% |
| Benchmark Capital Management Co. VI | 853,407 | 4,587,821 | 853,407 | 4,587,821 | 853,407 | 1.0% |
| Benchmark Capital Partners VII | 2,173,188 | 4,587,821 | 2,173,188 | 4,587,821 | 2,173,188 | 2.5% |
| Benchmark Founders Fund VII | 241,354 | 1,000,000 | 241,354 | 1,000,000 | 241,354 | 0.3% |
| Benchmark Founders Fund VII-B | 319,872 | 3,587,821 | 319,872 | 3,587,821 | 319,872 | 0.4% |
| Benchmark Capital Management Co. VII | 2,734,414 | 1,000,000 | 2,734,414 | 1,000,000 | 2,734,414 | 3.1% |
| Benchmark Capital Partners IX | 707,246 | 853,407 | 707,246 | 853,407 | 707,246 | 0.8% |
| Benchmark Founders Fund IX | 213,214 | 3,587,821 | 213,214 | 3,587,821 | 213,214 | 0.2% |
| Benchmark Founders Fund IX-A | 14,178 | 1,000,000 | 14,178 | 1,000,000 | 14,178 | 0.0% |
| Benchmark Founders Fund IX-B | 65,362 | 1,000,000 | 65,362 | 1,000,000 | 65,362 | 0.1% |
| Benchmark Capital Management Co. IX | 1,000,000 | 3,734,414 | 1,000,000 | 3,734,414 | 1,000,000 | 1.2% |
| Alexandre Balkanski | 25,898 | 25,898 | 879,305 | 1.0% | ||
| Matthew R. Cohler | 119,539 | 119,539 | 3,707,360 | 4.2% | ||
| Bruce W. Dunlevie | 0 | 0 | 3,587,821 | 4.0% | ||
| Peter Fenton | 131,759 | 131,759 | 4,719,580 | 5.3% | ||
| J. William Gurley | 2,219,133 | 2,219,133 | 6,806,954 | 7.6% | ||
| Miles Grimshaw | 0 | 0 | 1,000,000 | 1.2% | ||
| Kevin R. Harvey | 957,695 | 957,695 | 4,545,516 | 5.1% | ||
| An-Yen Hu | 0 | 0 | 1,000,000 | 1.2% | ||
| Robert C. Kagle | 129,146 | 129,146 | 982,553 | 1.1% | ||
| Mitchell H. Lasky | 120,772 | 120,772 | 3,708,593 | 4.2% | ||
| Chetan Puttagunta | 0 | 0 | 1,000,000 | 1.2% | ||
| Sarah E. Tavel | 0 | 0 | 1,000,000 | 1.2% | ||
| Eric Vishria | 1,898 | 1,898 | 3,736,312 | 4.2% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 5)*
Stitch Fix, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
860897107
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 34 Pages
Exhibit Index Contained on Page 33
| CUSIP NO. 860897107 | 13 G | Page 2 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners VI, L.P. (“BCP VI”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 704,486 shares*, except that Benchmark Capital Management Co. VI, L.L.C. (“BCMC VI”), the general partner of BCP VI, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Mitchell H. Lasky (“Lasky”), the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 704,486 shares*, except that BCMC VI, the general partner of BCP VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 704,486 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.8% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 704,486 shares of Class B Common Stock held directly by BCP VI. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 704,486 shares of Class B Common Stock held by BCP VI). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.6%.
| CUSIP NO. 860897107 | 13 G | Page 3 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VI, L.P. (“BFF VI”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 44,059 shares*, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 44,059 shares*, except that BCMC VI, the general partner of BFF VI, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 44,059 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 44,059 shares of Class B Common Stock held directly by BFF VI. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 44,059 shares of Class B Common Stock held by BFF VI). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.0%.
| CUSIP NO. 860897107 | 13 G | Page 4 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 28,918 shares*, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 28,918 shares*, except that BCMC VI, the general partner of BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 28,918 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 28,918 shares of Class B Common Stock held directly by BFF VI-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 28,918 shares of Class B Common Stock held by BFF VI-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be less than 0.0%.
| CUSIP NO. 860897107 | 13 G | Page 5 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. VI, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 853,407 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B and 75,944 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 853,407 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B and 75,944 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 853,407 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
*Represents an aggregate of 853,407 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 853,407 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.8%.
| CUSIP NO. 860897107 | 13 G | Page 6 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners VII, L.P. (“BCP VII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 2,173,188 shares*, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Eric Vishria (“Vishria”), the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 2,173,188 shares*, except that BCMC VII, the general partner of BCP VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,173,188 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 2.5% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 2,173,188 shares of Class B Common Stock held directly by BCP VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,173,188 shares of Class B Common Stock held by BCP VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 2.0%.
| CUSIP NO. 860897107 | 13 G | Page 7 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VII, L.P. (“BFF VII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 241,354 shares*, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 241,354 shares*, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 241,354 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.3% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 241,354 shares of Class B Common Stock held directly by BFF VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 241,354 shares of Class B Common Stock held by BFF VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.2%.
| CUSIP NO. 860897107 | 13 G | Page 8 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 319,872 shares*, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 319,872 shares*, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 319,872 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.4% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 319,872 shares of Class B Common Stock held directly by BFF VII-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 319,872 shares of Class B Common Stock held by BFF VII-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.3%.
| CUSIP NO. 860897107 | 13 G | Page 9 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. VII, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 2,734,414 shares*, of which 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 2,734,414 shares*, of which 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,734,414 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 3.1% |
| 12 | TYPE OF REPORTING PERSON | OO |
*Represents an aggregate of 2,734,414 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 2,734,414 shares of Class B Common Stock held in aggregate by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 2.5%.
| CUSIP NO. 860897107 | 13 G | Page 10 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners IX, L.P. (“BCP IX”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 707,246 shares*, except that Benchmark Capital Management Co. IX, L.L.C. (“BCMC IX”), the general partner of BCP IX, may be deemed to have sole power to vote these shares, and Fenton, Gurley, Miles Grimshaw (“Grimshaw”), An-Yen Hu (“Hu”), Chetan Puttagunta (“Puttagunta”), Sarah E. Tavel (“Tavel”) and Vishria, the members of BCMC IX, may be deemed to have shared power to vote these shares. |
| PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 707,246 shares*, except that BCMC IX, the general partner of BCP IX, may be deemed to have sole power to dispose of these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 707,246 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.8% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 707,246 shares of Class B Common Stock held directly by BCP IX. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 707,246 shares of Class B Common Stock held by BCP IX). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.6%.
| CUSIP NO. 860897107 | 13 G | Page 11 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund IX, L.P. (“BFF IX”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF OWNED BY EACH | 5 | SOLE
VOTING POWER 213,214 shares*, except that BCMC IX, the general partner of BFF IX, may be deemed to have sole power to vote these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 213,214 shares*, except that BCMC IX, the general partner of BFF IX, may be deemed to have sole power to dispose of these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 213,214 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.2% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 213,214 shares of Class B Common Stock held directly by BFF IX. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 213,214 shares of Class B Common Stock held by BFF IX). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.2%.
| CUSIP NO. 860897107 | 13 G | Page 12 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund IX-A, L.P. (“BFF IX-A”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 14,178 shares*, except that BCMC IX, the general partner of BFF IX-A, may be deemed to have sole power to vote these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 14,178 shares*, except that BCMC IX, the general partner of BFF IX-A, may be deemed to have sole power to dispose of these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 14,178 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 14,178 shares of Class B Common Stock held directly by BFF IX-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 14,178 shares of Class B Common Stock held by BFF IX-A). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be less than 0.0%.
| CUSIP NO. 860897107 | 13 G | Page 13 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund IX-B, L.P. (“BFF IX-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 65,362 shares*, except that BCMC IX, the general partner of BFF IX-B, may be deemed to have sole power to vote these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC VI, may be deemed to have shared power to vote these shares. |
| REPORTING PERSON WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 65,362 shares*, except that BCMC IX, the general partner of BFF IX-B, may be deemed to have sole power to dispose of these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 65,362 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1% |
| 12 | TYPE OF REPORTING PERSON | PN |
*Represents 65,362 shares of Class B Common Stock held directly by BFF IX-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,362 shares of Class B Common Stock held by BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be less than 0.1%.
| CUSIP NO. 860897107 | 13 G | Page 14 of 34 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. IX, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF | 5 | SOLE
VOTING POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX, the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole power to dispose of these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to dispose of these shares. |
| WITH | 6 | SHARED
VOTING POWER See response to row 5. |
| 7 | SOLE
DISPOSITIVE POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX, the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole power to dispose of these shares, and Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria, the members of BCMC IX, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.2% |
| 12 | TYPE OF REPORTING PERSON | OO |
*Represents an aggregate of 1,000,000 shares of Class B Common Stock held directly by BCP IX, BFF IX, BFF IX-A, BFF IX-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,000,000 shares of Class B Common Stock held in aggregate by BCP IX, BFF IX, BFF IX-A and BFF IX-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.
| CUSIP NO. 860897107 | 13 G | Page 15 of 34 |
| 1 | NAME OF REPORTING PERSON Alexandre Balkanski |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 25,898 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 853,407 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B and 75,944 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Balkanski, a member of BCMC VI, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 25,898 shares | |
| 8 | SHARED
DISPOSITIVE POWER 853,407 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B and 75,944 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Balkanski, a member of BCMC VI, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 879,305 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.0% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 853,407 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 853,407 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.8%.
| CUSIP NO. 860897107 | 13 G | Page 16 of 34 |
| 1 | NAME OF REPORTING PERSON Matthew R. Cohler |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 119,539 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 119,539 shares | |
| 8 | SHARED
DISPOSITIVE POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,707,360 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 3,587,821 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,587,821 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 3.3%.
| CUSIP NO. 860897107 | 13 G | Page 17 of 34 |
| 1 | NAME OF REPORTING PERSON Bruce W. Dunlevie |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 0 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Dunlevie, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,587,821 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.0% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 3,587,821 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,587,821 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 3.2%.
| CUSIP NO. 860897107 | 13 G | Page 18 of 34 |
| 1 | NAME OF REPORTING PERSON Peter Fenton |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER
OF | 5 | SOLE
VOTING POWER 131,759 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 4,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII, 319,872 are directly owned by BFF VII-B, 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Fenton, a member of BCMC VI, BCMC VII and BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 131,759 shares | |
| 8 | SHARED
DISPOSITIVE POWER 4,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII, 319,872 are directly owned by BFF VII-B, 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Fenton, a member of BCMC VI, BCMC VII and BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,719,580 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.3% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 4,587,821 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 4,587,821 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 4.3%.
| CUSIP NO. 860897107 | 13 G | Page 19 of 34 |
| 1 | NAME OF REPORTING PERSON J. William Gurley |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 2,219,133 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 4,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII, 319,872 are directly owned by BFF VII-B, 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Gurley, a member of BCMC VI, BCMC VII and BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 2,219,133 shares | |
| 8 | SHARED
DISPOSITIVE POWER 4,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII, 319,872 are directly owned by BFF VII-B, 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Gurley, a member of BCMC VI, BCMC VII and BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 6,806,954 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.6% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 4,587,821 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 4,587,821 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 6.1%.
| CUSIP NO. 860897107 | 13 G | Page 20 of 34 |
| 1 | NAME OF REPORTING PERSON Miles Grimshaw |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 0 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Grimshaw, a member of BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Grimshaw, a member of BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 1,000,000 shares of Class B Common Stock held directly by BCP IX, BFF IX, BFF IX-A and BFF IX-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,000,000 shares of Class B Common Stock held in aggregate by BCP IX, BFF IX, BFF IX-A and BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.
| CUSIP NO. 860897107 | 13 G | Page 21 of 34 |
| 1 | NAME OF REPORTING PERSON Kevin R. Harvey |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 957,695 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 957,695 shares | |
| 8 | SHARED
DISPOSITIVE POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Harvey, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,545,516 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.1% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 3,587,821 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,587,821 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 4.1%.
| CUSIP NO. 860897107 | 13 G | Page 22 of 34 |
| 1 | NAME OF REPORTING PERSON An-Yen Hu |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 0 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Hu, a member of BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Hu, a member of BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 1,000,000 shares of Class B Common Stock held directly by BCP IX, BFF IX, BFF IX-A and BFF IX-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,000,000 shares of Class B Common Stock held in aggregate by BCP IX, BFF IX, BFF IX-A and BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.
| CUSIP NO. 860897107 | 13 G | Page 23 of 34 |
| 1 | NAME OF REPORTING PERSON Robert C. Kagle |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 129,146 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 853,407 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B and 75,944 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Kagle, a member of BCMC VI, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 129,146 shares | |
| 8 | SHARED
DISPOSITIVE POWER 853,407 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B and 75,944 are held in nominee form for the benefit of persons associated with BCMC VI. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and Kagle, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 982,553 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.1% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 853,407 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 853,407 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.
| CUSIP NO. 860897107 | 13 G | Page 24 of 34 |
| 1 | NAME OF REPORTING PERSON Mitchell H. Lasky |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 120,772 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 120,772 shares | |
| 8 | SHARED
DISPOSITIVE POWER 3,587,821 shares*, of which 704,486 are directly owned by BCP VI, 44,059 are directly owned by BFF VI, 28,918 are directly owned by BFF VI-B, 75,944 are held in nominee form for the benefit of persons associated with BCMC VI, 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B. BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Lasky, a member of BCMC VI and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,708,593 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 3,587,821 shares of Class B Common Stock held directly by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,587,821 shares of Class B Common Stock held in aggregate by BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B and held in nominee form for the benefit of persons associated with BCMC VI, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 3.3%.
| CUSIP NO. 860897107 | 13 G | Page 25 of 34 |
| 1 | NAME OF REPORTING PERSON Chetan Puttagunta |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 0 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Puttagunta, a member of BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Puttagunta, a member of BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 1,000,000 shares of Class B Common Stock held directly by BCP IX, BFF IX, BFF IX-A and BFF IX-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,000,000 shares of Class B Common Stock held in aggregate by BCP IX, BFF IX, BFF IX-A and BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.
| CUSIP NO. 860897107 | 13 G | Page 26 of 34 |
| 1 | NAME OF REPORTING PERSON Sarah E. Tavel |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 0 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF VI-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Puttagunta, a member of BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 1,000,000 shares*, of which 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF VI-A and 65,362 are directly owned by BFF IX-B. BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Puttagunta, a member of BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 1,000,000 shares of Class B Common Stock held directly by BCP IX, BFF IX, BFF IX-A and BFF IX-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,000,000 shares of Class B Common Stock held in aggregate by BCP IX, BFF IX, BFF IX-A and BFF IX-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.
| CUSIP NO. 860897107 | 13 G | Page 27 of 34 |
| 1 | NAME OF REPORTING PERSON Eric Vishria |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF | 5 | SOLE
VOTING POWER 1,898 shares |
| BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH | 6 | SHARED
VOTING POWER 3,734,414 shares*, of which 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B, 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Vishria, a member of BCMC VII and BCMC IX, may be deemed to have shared power to vote these shares. |
| 7 | SOLE
DISPOSITIVE POWER 1,898 shares | |
| 8 | SHARED
DISPOSITIVE POWER 3,734,414 shares*, of which 2,173,188 are directly owned by BCP VII, 241,354 are directly owned by BFF VII and 319,872 are directly owned by BFF VII-B, 707,246 are directly owned by BCP IX, 213,214 are directly owned by BFF IX, 14,178 are directly owned by BFF IX-A and 65,362 are directly owned by BFF IX-B. BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, BCMC IX is the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, and Vishria, a member of BCMC VII and BCMC IX, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,736,312 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.2% |
| 12 | TYPE OF REPORTING PERSON | IN |
*Represents an aggregate of 3,734,414 shares of Class B Common Stock held directly by BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A and BFF IX-B respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 3,734,414 shares of Class B Common Stock held in aggregate by BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A, BFF IX-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 3.4%.
| CUSIP NO. 860897107 | 13 G | Page 28 of 34 |
This Amendment No. 5 amends and restates in its entirety the Schedule 13G previously filed by Benchmark Capital Partners VI, L.P., a Delaware limited partnership (“BCP VI”), Benchmark Founders’ Fund VI, L.P., a Delaware limited partnership (“BFF VI”), Benchmark Founders’ Fund VI-B, L.P., a Delaware limited partnership (“BFF VI-B”), Benchmark Capital Management Co. VI, L.L.C., a Delaware limited liability company (“BCMC VI”), Benchmark Capital Partners VII, L.P., a Delaware limited partnership (“BCP VII”), Benchmark Founders’ Fund VII, L.P., a Delaware limited partnership (“BFF VII”), Benchmark Founders’ Fund VI-B, L.P., a Delaware limited partnership (“BFF VII-B”), Benchmark Capital Management Co. VII, L.L.C., a Delaware limited liability company (“BCMC VII”), and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Miles Grimshaw (“Grimshaw”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”), Mitchell H. Lasky (“Lasky”) and Eric Vishria (“Vishria”) (together with all prior and current amendments thereto, this “Schedule 13G”).
| ITEM 1(A). | NAME OF ISSUER |
Stitch Fix, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1 Montgomery Street, Suite 1100
San Francisco, California 94104
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by BCP VI, BFF VI, BFF VI-B, BCMC VI, BCP VII, BFF VII, BFF VII-B, BCMC VII, BCP IX, BFF IX, BFF IX-A, BFF IX-B, BCMC IX, Balkanski, Cohler, Dunlevie, Fenton, Gurley, Grimshaw, Harvey, Hu, Kagle, Lasky, Puttagunta, Tavel and Vishria. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
BCMC IX, the general partner of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP IX, BFF IX, BFF IX-A and BFF IX-B.
Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky and Vishria are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
Fenton, Gurley, Grimshaw, Hu, Puttagunta, Tavel and Vishria are members of BCMC IX and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP IX, BFF IX, BFF IX-A and BFF IX-B.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
Benchmark
2965 Woodside Road
Woodside, California 94062
| CUSIP NO. 860897107 | 13 G | Page 29 of 34 |
| ITEM 2(C). | CITIZENSHIP |
BCP VI, BFF VI, BFF VI-B, BCP VII, BFF VII, BFF VII-B, BCP IX, BFF IX, BFF IX-A and BFF IX-B are Delaware limited partnerships. BCMC VI, BCMC VII and BCMC IX are Delaware limited liability companies. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Grimshaw, Harvey, Hu, Kagle, Lasky, Puttanga, Tavel and Vishria are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Class A Common Stock
CUSIP # 860897107
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2022 (based on 85,403,036 shares of Class A Common Stock and 25,405,020 shares of Class B Common Stock of the issuer outstanding as of December 2, 2022 as reported by the issuer on Form 10-Q for the period ended October 29, 2022 and filed with the Securities and Exchange Commission on December 7, 2022).
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| CUSIP NO. 860897107 | 13 G | Page 30 of 34 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreements of BCP VI, BFF VI and BFF VI-B, and the limited liability company agreement of BCMC VI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
Under certain circumstances set forth in the limited partnership agreements of BCP VII, BFF VII and BFF VII-B, and the limited liability company agreement of BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
Under certain circumstances set forth in the limited partnership agreements of BCP IX, BFF IX, BFF IX-A and BFF VII-B, and the limited liability company agreement of BCMC IX, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
| ITEM 10. | CERTIFICATION |
Not applicable.
| CUSIP NO. 860897107 | 13 G | Page 31 of 34 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| CUSIP NO. 860897107 | 13 G | Page 32 of 34 |
| BENCHMARK CAPITAL PARTNERS IX, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND IX, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND IX-A, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND IX-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. IX, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu | ||
| Managing Member | ||
| ALEXANDRE BALKANSKI | ||
| MATTHEW R. COHLER | ||
| BRUCE W. DUNLEVIE | ||
| PETER FENTON | ||
| J. WILLIAM GURLEY | ||
| KEVIN R. HARVEY | ||
| ROBERT C. KAGLE | ||
| MITCHELL H. LASKY | ||
| CHETAN PUTTAGUNTA | ||
| SARAH E. TAVEL | ||
| ERIC VISHRIA | ||
| MILES GRIMSHAW | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu | ||
| Attorney-in-Fact* | ||
| AN-YEN HU | ||
| /s/ An-Yen Hu | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 860897107 | 13 G | Page 33 of 34 |
EXHIBIT INDEX
| Found
on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 34 |
| CUSIP NO. 860897107 | 13 G | Page 34 of 34 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A common stock of Stitch Fix, Inc. shall be filed on behalf of each of the undersigned. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.