Filing Details

SCHEDULE 13G

(Rule 13d-102)

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. )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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).

(1)                                 This Schedule 13G is filed by Lightspeed Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership (Lightspeed VIII), Lightspeed General Partner VIII, L.P., a Cayman Islands exempted limited partnership (LGP VIII), Lightspeed Ultimate General Partner VIII, Ltd., a Cayman Islands exempted company (LUGP VIII), Barry Eggers (Eggers), Ravi Mhatre (Mhatre), Peter Y. Nieh (Nieh) and Christopher J. Schaepe (Schaepe and together with Lightspeed VIII, LGP VIII, LUGP VIII, Eggers, Mhatre and Nieh, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Issuers Form 10-Q filed with the SEC on December 22, 2017 (the Current 10-Q), and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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(1)                                 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Current 10-Q, and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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(1)                                 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Current 10-Q, and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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(1)                                 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Current 10-Q, and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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(1)                                 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Current 10-Q, and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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(1)                                 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Current 10-Q, and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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(1)                                 This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.

(2)                                 Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII.

(3)                                 The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Current 10-Q, and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 96,924,511 shares of Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q, Lightspeed VIII beneficially owns 10.7% of the Issuers outstanding Common Stock as of December 15, 2017.

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Introductory Note: This Statement on Schedule 13G (this Statement) is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock, par value $0.00002 per share (Class A Common Stock), of Stitch Fix, Inc. (the Issuer).

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(1)              Includes 10,338,170 shares of Issuers Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VIII.  LUGP VIII serves as the sole general partner of LGP VIII, which serves as the sole general partner of Lightspeed VIII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VIII

 (2)           The Percent of Class assumes conversion of all of the Reporting Persons Class B Common Stock into Class A Common Stock, resulting in a total of 19,513,727 shares of Class A Common Stock outstanding (which reflects the sum of (x) 9,175,557 shares of Class A Common Stock outstanding as of December 15, 2017, as reported in the Issuers Form 10-Q filed with the SEC on December 22, 2017 (the Current 10-Q), and (y) 10,338,170 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock).

 (3)           The Percentage of All Common is based on the total of 96,924,511 shares of the Issuers Common Stock (including 87,748,954 shares of Class B Common Stock) outstanding as of December 15, 2017, as reported in the Current 10-Q.

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SIGNATURE

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.

Dated: February 14, 2018

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Exhibit(s):

A - Joint Filing Statement

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EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Stitch Fix, Inc. is filed on behalf of each of us.

Dated: February 14, 2018