0001209191-22-038074.txt : 20220617 0001209191-22-038074.hdr.sgml : 20220617 20220617182616 ACCESSION NUMBER: 0001209191-22-038074 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220615 FILED AS OF DATE: 20220617 DATE AS OF CHANGE: 20220617 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: 221025424 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 2022-06-15 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 2022-06-15 4 C 0 22648 0.00 A 27231 D Class A Common Stock 2022-06-15 4 F 0 11230 1.73 D 16001 D Restricted Stock Unit 0.00 2022-06-15 4 M 0 9570 0.00 D 2025-05-31 Class B Common Stock 9570 76490 D Class B Common Stock 2022-06-15 4 M 0 9570 0.00 A Class A Common Stock 9570 9570 D Restricted Stock Unit 0.00 2022-06-15 4 M 0 7870 0.00 D 2026-05-02 Class B Common Stock 7870 78700 D Class B Common Stock 2022-06-15 4 M 0 7870 0.00 A Class A Common Stock 7870 17440 D Restricted Stock Unit 0.00 2022-06-15 4 M 0 5208 0.00 D 2027-09-09 Class B Common Stock 5208 143632 D Class B Common Stock 2022-06-15 4 M 0 5208 0.00 A Class A Common Stock 5208 22648 D Class B Common Stock 2022-06-15 4 C 0 22648 0.00 D Class A Common Stock 22648 0 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. Represents the number of shares held by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs. 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 June 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. /s/ Marianne Lewis, Attorney-in-Fact 2022-06-17