0001209191-22-011067.txt : 20220217
0001209191-22-011067.hdr.sgml : 20220217
20220217203809
ACCESSION NUMBER: 0001209191-22-011067
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220215
FILED AS OF DATE: 20220217
DATE AS OF CHANGE: 20220217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shah Devang
CENTRAL INDEX KEY: 0001591054
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 22650512
MAIL ADDRESS:
STREET 1: 699 8TH STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
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: 1231
BUSINESS ADDRESS:
STREET 1: ONE SANSOME STREET 33RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-432-7323
MAIL ADDRESS:
STREET 1: ONE SANSOME STREET 33RD FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-02-15
0
0001822250
ContextLogic Inc.
WISH
0001591054
Shah Devang
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO
CA
94104
0
1
0
0
General Counsel and Secretary
Class A Common Stock
2022-02-15
4
C
0
20668
0.00
A
226184
D
Class A Common Stock
2022-02-15
4
M
0
14740
0.00
A
240924
D
Class A Common Stock
2022-02-15
4
M
0
145264
0.00
A
386188
D
Restricted Stock Unit
0.00
2022-02-15
4
M
0
9560
0.00
D
2025-05-31
Class B Common Stock
9560
114740
D
Class B Common Stock
2022-02-15
4
M
0
9560
0.00
A
Class A Common Stock
9560
9560
D
Restricted Stock Unit
0.00
2022-02-15
4
M
0
5900
0.00
D
2026-05-02
Class B Common Stock
5900
106240
D
Class B Common Stock
2022-02-15
4
M
0
5900
0.00
A
Class A Common Stock
5900
15460
D
Restricted Stock Unit
0.00
2022-02-15
4
M
0
5208
0.00
D
2027-09-09
Class B Common Stock
5208
164464
D
Class B Common Stock
2022-02-15
4
M
0
5208
0.00
A
Class A Common Stock
5208
20668
D
Class B Common Stock
2022-02-15
4
C
0
20668
0.00
D
Class A Common Stock
20668
0
D
Restricted Stock Unit
2022-02-15
4
M
0
14740
0.00
D
Class A Common Stock
14740
191628
D
Restricted Stock Unit
2022-02-15
4
M
0
145264
0.00
D
Class A Common Stock
145264
290529
D
Represents the conversion of Class B Common Stock, issued upon settlement of vested Restricted Stock Units ("RSUs"), into Class A Common Stock held of record by the Reporting Person.
Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued service, 20% of the RSUs vested on February 5, 2019, and 1/60th of the RSUs vest monthly thereafter for a period of 4 years.
This reported transaction represents the settlement of RSUs vested as of February 15, 2022.
All shares of Class B Common Stock will automatically convert, on a one-for-one basis, into shares of Class A Common Stock on the earliest of (i) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (ii) the 7-year anniversary of the closing date of the issuer's initial public offering, (iii) the date on which the number of outstanding shares of Class B Common Stock represents less than 5% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock, (iv) the date specified by a vote of the holders of a majority of the then outstanding shares of Class B common stock, or (v) a date that is between 90 and 270 days, as determined by the board of directors, after the death or permanent incapacity of the issuer's founder, CEO, and Chairperson.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except certain permitted transfers.
Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued service, the RSUs vest on a monthly basis over a period of 4 years beginning on May 1, 2019, with 10% of the total RSUs vesting over the first year, 20% of the total vesting over the second year, 30% of the total vesting over the third year, and 40% of the total vesting over the fourth year.
Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 1/48th of the RSUs vest on a monthly basis beginning on October 1, 2020 for a period of 4 years.
The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive on share of Issuer's Class A Common Stock for each RSU.
Subject to the reporting person's continuous service, 6.25% of the RSUs will vest on a quarterly basis beginning on May 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the reporting person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion.
Subject to the reporting person's continuous service, 25% of the RSUs will vest on a quarterly basis beginning on August 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the reporting person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion.
/s/ Renee Jackson, Attorney-in-Fact
2022-02-17