0001209191-20-064423.txt : 20201218 0001209191-20-064423.hdr.sgml : 20201218 20201218162558 ACCESSION NUMBER: 0001209191-20-064423 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201218 FILED AS OF DATE: 20201218 DATE AS OF CHANGE: 20201218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Formation8 Partners Fund I, L.P. CENTRAL INDEX KEY: 0001543731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 201400928 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 510-825-0367 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F8 StarLight II SPV, L.P. CENTRAL INDEX KEY: 0001632615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 201400929 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 366-8393 MAIL ADDRESS: STREET 1: 501 SECOND STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F8 StarLight SPV, L.P. CENTRAL INDEX KEY: 0001622187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 201400930 BUSINESS ADDRESS: STREET 1: 501 SECOND ST., STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-366-8393 MAIL ADDRESS: STREET 1: 501 SECOND ST., STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Formation8 GP, LLC CENTRAL INDEX KEY: 0001835718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 201400931 BUSINESS ADDRESS: STREET 1: PIER 5, SUITE 101 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-366-8393 MAIL ADDRESS: STREET 1: PIER 5, SUITE 101 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ContextLogic Inc. CENTRAL INDEX KEY: 0001822250 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 272930953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0610 BUSINESS ADDRESS: STREET 1: ONE SANSOME STREET 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-432-7323 MAIL ADDRESS: STREET 1: ONE SANSOME STREET 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-12-18 0 0001822250 ContextLogic Inc. WISH 0001835718 Formation8 GP, LLC 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 0001622187 F8 StarLight SPV, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 0001632615 F8 StarLight II SPV, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 0001543731 Formation8 Partners Fund I, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 Class A Common Stock 2020-12-18 4 C 0 22248650 A 22248650 I See Footnote Class A Common Stock 2020-12-18 4 C 0 15053440 A 37302090 I See Footnote Class A Common Stock 2020-12-18 4 C 0 8559310 A 45861400 I See Footnote Class A Common Stock 2020-12-18 4 C 0 599940 A 46461340 I See Footnote Class A Common Stock 2020-12-18 4 C 0 40480 A 46501820 I See Footnote Class A Common Stock 2020-12-18 4 C 0 39280 A 46541100 I See Footnote Class A Common Stock 2020-12-18 4 X 0 9866400 0.0001 A 56407500 I See Footnote Class A Common Stock 2020-12-18 4 S 0 4 24.00 D 56407496 I See Footnote Class A Common Stock 2020-12-18 4 C 0 5399550 A 5399550 I See Footnote Class A Common Stock 2020-12-18 4 C 0 1579080 A 1579080 I See Footnote Series A Preferred Stock 2020-12-18 4 C 0 22248650 D Class A Common Stock 22248650 0 I See Footnote Series B Preferred Stock 2020-12-18 4 C 0 15053440 D Class A Common Stock 15053440 0 I See Footnote Series C Preferred Stock 2020-12-18 4 C 0 8559310 D Class A Common Stock 8559310 0 I See Footnote Series D Preferred Stock 2020-12-18 4 C 0 599940 D Class A Common Stock 599940 0 I See Footnote Series E Preferred Stock 2020-12-18 4 C 0 40480 D Class A Common Stock 40480 0 I See Footnote Series F Preferred Stock 2020-12-18 4 C 0 39280 D Class A Common Stock 39280 0 I See Footnote Series D Preferred Stock 2020-12-18 4 C 0 5399550 D Class A Common Stock 5399550 0 I See Footnote Series E Preferred Stock 2020-12-18 4 C 0 1579080 D Class A Common Stock 1579080 0 I See Footnote Series B Preferred Warrant 0.0001 2020-12-18 4 X 0 9866400 0.00 D Class A Common Stock 9866400 0 I See Footnote Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock, (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date. The shares are held of record directly by Formation8 Partners Fund I, L.P. ("F8 LP"). Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 LP. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 LP and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein. Immediately upon the closing the Issuer's initial public offering, the Class B Warrant dated August 1, 2016 was automatically deemed to have been exercised in full on a net basis and was converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. In connection with the automatic net exercise of the warrant, the Issuer withheld 4 of the warrant shares to pay the exercise price and issued the remaining warrant shares to F8 LP. The shares are held of record directly by F8 Starlight SPV, L.P. ("F8 Starlight"). F8 GP is the general partner of F8 Starlight. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein. The shares are held of record directly by F8 Starlight II SPV, L.P. ("F8 Starlight II"). F8 GP is the general partner of F8 Starlight II. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight II. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight II and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein. The shares underlying this warrant are held of record directly by F8 LP. F8 GP is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 LP. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 LP and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein. /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC 2020-12-18 /s/ Joe Lonsdale, as a Managing Member of Formation 8 GP, LLC, the General Partner of F8 Starlight SPV, L.P. 2020-12-18 /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of F8 Starlight II SPV, L.P. 2020-12-18 /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of Formation8 Partners Fund I, L.P. 2020-12-18