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