0000899243-21-044831.txt : 20211116 0000899243-21-044831.hdr.sgml : 20211116 20211116164358 ACCESSION NUMBER: 0000899243-21-044831 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211112 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lonsdale Joe CENTRAL INDEX KEY: 0001832823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 211416741 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: 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 2021-11-12 0 0001822250 ContextLogic Inc. WISH 0001832823 Lonsdale Joe ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO CA 94104 1 0 0 0 Class A Common Stock 2021-11-12 4 C 0 464050 0.00 A 45590047 I See Footnote Class A Common Stock 2021-11-12 4 J 0 4976651 0.00 D 40613396 I See Footnote Class A Common Stock 2021-11-12 4 J 0 10198 0.00 A 307262 I See Footnote Class A Common Stock 2021-11-12 4 J 0 99533 0.00 A 99533 I See Footnote Class A Common Stock 2021-11-12 4 J 0 99533 0.00 D 0 I See Footnote Class A Common Stock 2021-11-12 4 J 0 29799 0.00 A 337061 I See Footnote Class A Common Stock 2021-11-12 4 J 0 253 0.00 A 886 I See Footnote Class A Common Stock 422311 D Class A Common Stock 99479 I See Footnote Class A Common Stock 31422 I See Footnote Class A Common Stock 5440 I See Footnote Class A Common Stock 2049960 I See Footnote Class A Common Stock 1579080 I See Footnote Class B Common Stock 2021-11-12 4 C 0 464050 0.00 D Class A Common Stock 464050 4176454 I See Footnote Represents the number of Class A Common Stock that were acquired by Formation8 Partners Fund I, L.P. ("F8 LP") upon the conversion of Class B Common Stock shares for the purposes of effecting a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners. The shares are held of record directly by F8 LP. Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and the Reporting Person, 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 respective pecuniary interests therein. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners. Represents a change in the form of ownership of The Joseph Todd Lonsdale Trust Dated March 4, 2015 ("JTL Trust") by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 LP. The shares are held of record directly by JTL Trust. The Reporting person, a member of the Issuer's board of directors, is the sole trustee of JTL Trust and may be deemed to have sole voting and dispositive power with respect to the shares held by JTL Trust. Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 LP. The shares are held of record directly by F8 GP. James Kim, Brian Koo and the Reporting Person, 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 GP. Each of the F8 GP managing members disclaims beneficial ownership of the securities held by F8 GP and this report shall not be deemed an admission that any of the 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 respective pecuniary interests therein. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 GP to members. Represents a change in the form of ownership of JTL Trust by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 GP. Represents a change in the form of ownership of Lonsdale Family Holdings 2, LLC ("Family Holdings") by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 GP. The shares are held of record directly by Family Holdings. The Reporting person, a member of the Issuer's board of directors, is the manager of Family Holdings and may be deemed to have sole voting and dispositive power with respect to the shares held by Family Holdings. The shares are held of record directly by Anduin Capital Management, LLC ("Anduin GP"). The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of Anduin GP and may be deemed to have sole voting and dispositive power with respect to the shares held by Anduin GP. The Reporting Person disclaims beneficial ownership of the securities held by Anduin GP and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. The shares are held of record directly by Pacific Premier Trust Roth IRA fbo Joe Lonsdale ("Roth IRA"), which is self-managed by the Reporting Person. The Reporting person, a member of the Issuer's board of directors, is the sole beneficiary of Roth IRA and may be deemed to have sole voting and dispositive power with respect to the shares held by Roth IRA. These shares are held of record directly by Tiberius Venture Partners ("TVP"). The Reporting Person, a member of the Issuer's board of directors, is the managing partner of TVP and may be deemed to have sole voting and dispositive power with respect to the shares held by TVP. The Reporting Person disclaims beneficial ownership of the securities held by TVP and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. The shares are held of record directly by 8VC Co-Invest Fund I, L.P. ("8VC Co-Invest LP"). 8VC Co-Invest GP I, LLC ("8VC Co-Invest GP") is the general partner of 8VC Co-Invest LP. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of 8VC Co-Invest GP and may be deemed to have sole voting and dispositive power with respect to the shares held by 8VC Co-Invest LP. Each of 8VC Co-Invest GP and the Reporting Person disclaims beneficial ownership of the securities held by 8VC Co-Invest LP and this report shall not be deemed an admission that 8VC Co-Invest GP or the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective 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 the Reporting Person, 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 respective pecuniary interests therein. 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 offerings, (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. This Form 4 corrects an inadvertent error reported on the Form 4 filed on August 18, 2021 by the Reporting Person, which incorrectly stated the number of derivative securities beneficially owned by the Reporting Person. /s/ Joe Lonsdale 2021-11-16