0001209191-20-063568.txt : 20201215 0001209191-20-063568.hdr.sgml : 20201215 20201215174358 ACCESSION NUMBER: 0001209191-20-063568 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201215 FILED AS OF DATE: 20201215 DATE AS OF CHANGE: 20201215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Szulczewski Piotr CENTRAL INDEX KEY: 0001832163 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 201390607 MAIL ADDRESS: STREET 1: ONE SANSOME STREET 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-15 0 0001822250 ContextLogic Inc. WISH 0001832163 Szulczewski Piotr ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO CA 94104 1 1 1 0 Founder, CEO, and Chairperson Stock Option (right to buy) 0.149 2024-04-15 Class B Common Stock 8375000 D Stock Option (right to buy) 0.238 2024-08-11 Class B Common Stock 35000000 D Restricted Stock Unit 0.00 2022-05-21 Class B Common Stock 2388860 D Restricted Stock Unit 0.00 2023-06-20 Class B Common Stock 688320 D Restricted Stock Unit 0.00 2024-05-25 Class B Common Stock 2581550 D Restricted Stock Unit 0.00 2025-02-09 Class B Common Stock 817640 D Restricted Stock Unit 0.00 2025-09-23 Class B Common Stock 6486890 D Restricted Stock Unit 0.00 Class B Common Stock 10021500 D Class B Common Stock 0.00 Class A Common Stock 51494240 D Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on December 17, 2013. Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on July 9, 2014. Currently vested RSUs and all RSUs vested as of December 31, 2020 will settle on February 15, 2021. Thereafter, any vested RSUs will settle on or following the vesting date, but no later than two and one-half months following the end of the year in which the vesting date applicable to a RSU occurs. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the Company's initial public offering (the "IPO"), and a service-based vesting requirement. 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, 25% of the RSUs vested on January 1, 2016, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. 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, 25% of the RSUs vested on June 1, 2017, with 1/36th of the remaining RSUs vesting monthly thereafter for a period of 3 years. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. 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, 25% of the RSUs vested on April 24, 2018, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. 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, 1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. 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 monthly beginning on October 23, 2018 for a period of 4 years. The RSUs granted to the reporting person are subject to a stock-price based vesting condition and a service-based vesting condition as set forth in the RSU agreement. Vested RSUs will settle no later than two and one-half months following the end of the year in which the vesting date applicable to a RSU occurs. The expiration date shall be the seventh (7th) anniversary of the IPO date. 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 Issuer's board of directors, after the death or permanent incapacity of the Issuer's founder, CEO, and Chairperson. Exhibit 24 - Power of Attorney /s/ Devang Shah, attorney-in-fact 2020-12-15 EX-24 2 attachment1.htm EX-24 DOCUMENT

ContextLogic Inc. - Power of Attorney

KNOW ALL BY THESE PRESENTS, the undersigned hereby constitutes and appoints each
of Rajat Bahri, Devang Shah, Jilliana Wong, and Renee Jackson, signing singly,
and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned a Form ID Application, if
required, and submit the same to the United States Securities and Exchange
Commission;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of ContextLogic Inc. (d/b/a "Wish") (the
"Company") or as a holder of 10% or more of the Company's securities, Forms 3, 4
and 5, and any amendments thereto, in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules thereunder and, if
necessary, such forms or similar reports required by state or foreign regulators
in jurisdictions in which the Company operates;

(3) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
similar form or report required by state or foreign regulators, and any
amendments thereto, and file such form or report with the United States
Securities and Exchange Commission and any stock exchange or similar authority
or appropriate state or foreign regulator; and

(4) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required to be done by the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder. This Power of Attorney may be filed with the SEC as a
confirming statement of the authority granted herein.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Date: November 10, 2020
By: /s/ Piotr Szulczewski
Name: Piotr Szulczewski