0001209191-20-063585.txt : 20201215 0001209191-20-063585.hdr.sgml : 20201215 20201215180058 ACCESSION NUMBER: 0001209191-20-063585 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: Zhang Sheng CENTRAL INDEX KEY: 0001834926 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 201390678 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 0001834926 Zhang Sheng ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 Stock Option (right to buy) 0.001 2021-02-25 Class B Common Stock 328130 D Stock Option (right to buy) 0.03 2021-05-20 Class B Common Stock 262500 D Stock Option (right to buy) 0.068 2021-08-31 Class B Common Stock 300000 D Stock Option (right to buy) 0.068 2021-09-30 Class B Common Stock 2000000 D Stock Option (right to buy) 0.098 2022-04-19 Class B Common Stock 1125000 D Stock Option (right to buy) 0.175 2023-02-22 Class B Common Stock 3800000 D Stock Option (right to buy) 0.149 2024-04-15 Class B Common Stock 5262650 D Stock Option (right to buy) 0.238 2024-08-11 Class B Common Stock 8232610 D Restricted Stock Unit 0.00 2022-05-21 Class B Common Stock 1538590 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 1772400 D Restricted Stock Unit 0.00 2025-02-09 Class B Common Stock 297320 D Class B Common Stock 0.00 Class A Common Stock 534320 D Class B Common Stock 0.00 Class A Common Stock 821030 I By ZLZ Trust Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on February 22, 2012 and an additional 1/48th of the options vested monthly thereafter for a period of 3 years. Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on May 20, 2012 and an additional 1/48th of the options vested monthly thereafter for a period of 3 years. Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on August 22, 2012 and an additional 1/48th of the options vested monthly thereafter for a period of 3 years. Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on September 8, 2012 and an additional 1/48th of the options vested monthly thereafter. Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on April 19, 2013 and an additional 1/48th of the options vested monthly thereafter. Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/48th of the options vested monthly thereafter for a period of 3 years beginning on March 22, 2013. Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/48th of the options vested monthly beginning on December 17, 2013 for a period of 4 years. Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/48th of the options vested monthly beginning on July 9, 2014 for a period of 4 years. 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 restricted stock units ("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 service, 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 Company's 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 service, 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 Company's 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 service, 1/60th of the RSUs will vest monthly beginning on February 1, 2018. 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. The shares are held by directly by ZLZ Trust, of which the Reporting Person is a beneficiary. 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: December 2, 2020
By: /s/ Sheng Zhang
Name: Sheng Zhang