Amended Statement of Ownership (sc 13g/a)
22 May 2019 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
STITCH FIX,
INC.
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(Name of Issuer)
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CLASs A Common Stock, $0.00002 par value per share
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(Title of Class of Securities)
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860897107
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(CUSIP Number)
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May 16, 2019
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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
the disclosures provided in a prior cover page.
The information required in 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).
CUSIP
No. 860897107
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(1) Names of Reporting Persons
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Park West Asset Management LLC
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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2,506,885*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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2,506,885*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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2,506,885*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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5.6%*
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(12) Type of Reporting Person
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IA
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* See Item 4 for additional information.
CUSIP
No. 860897107
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(1) Names of Reporting Persons
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Park West Asset Investors Master Fund, Limited
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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Cayman Islands
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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2,273,461*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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2,273,461*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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2,273,461*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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5.1%*
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(12) Type of Reporting Person
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CO
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* See Item 4 for additional information.
CUSIP
No. 860897107
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(1) Names of Reporting Persons
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Peter S. Park
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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United States of America
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Number of Shares Beneficially Owned By Each Reporting Person With
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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2,506,885*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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2,506,885*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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2,506,885*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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5.6%*
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(12) Type of Reporting Person
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IN
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* See Item 4 for additional information.
Item 1(a). Name Of
Issuer:
Stitch Fix, Inc. (the “Company”)
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Item 1(b). Address of Issuer’s Principal Executive Offices:
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1 Montgomery Street, Suite 1500
San Francisco, CA 94104
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Item 2(a). Name of Person Filing:
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This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC, a Delaware limited liability company
(“PWAM”), (ii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) and (iii) Peter S. Park,
as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”). PWAM is the investment
manager to PWIMF and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively
with PWIMF, the “PW Funds”).
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Item 2(b). Address of Principal Business Office or, if None, Residence:
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The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
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Item 2(c). Citizenship:
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PWAM is organized
under the laws of the State of Delaware. PWIMF is a Cayman Islands exempted company. Mr. Park is a citizen of the United States.
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Item 2(d). Title of Class of Securities:
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Class A Common Stock, $0.00002 par value per share.
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Item 2(e). CUSIP No.:
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860897107
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Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
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Not Applicable
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Item 4. Ownership:
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As
reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as
follows:
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(a) Amount Beneficially Owned:
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2,506,885*
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(b) Percent of Class:
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5.6%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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2,506,885*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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2,506,885*
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As reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:
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(a) Amount Beneficially Owned:
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2,273,461*
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(b) Percent of Class:
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5.1%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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2,273,461*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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2,273,461*
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* This report on Schedule 13G is being jointly filed by PWAM, PWIMF and Mr. Park.
The foregoing beneficial ownership percentage is based upon 44,462,344 shares of Common Stock of the Company, reported as issued
and outstanding as of March 5, 2019 in the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on March 12, 2019.
The 2,506,885 shares of Common Stock held in the aggregate by the PW Funds, which constitutes approximately 5.6% of the shares
of Common Stock of the Company deemed issued and outstanding as of the Report Date, may be deemed to be beneficially owned
(x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and
manager of PWAM.
As of the date of the event requiring this filing, PWIMF held 2,273,461 shares of Common Stock (including 597,300 shares of Common Stock
underlying options held by PWIMF) and PWPI held 233,424 shares of Common Stock (including 61,300 shares of Common Stock underlying
options held by PWPI).
Item 5. Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the class of securities, check the following: [ ]
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not Applicable.
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Item
8. Identification and Classification of Members of the Group
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Not Applicable.
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Item 9. Notice of Dissolution of Group
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Not Applicable.
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Item 10. Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
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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.
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May 21, 2019
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/ Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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PARK WEST INVESTORS MASTER FUND, LIMITED
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By:
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/s/ Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C.
1001)
Exhibit Index
Exhibit
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1. Joint Filing Agreement, dated as of May 21, 2019, by and among Park West Asset Management LLC, Park West Investors Master Fund, Limited and Peter S. Park.
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