0001209191-20-064421.txt : 20201218
0001209191-20-064421.hdr.sgml : 20201218
20201218162459
ACCESSION NUMBER: 0001209191-20-064421
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201218
FILED AS OF DATE: 20201218
DATE AS OF CHANGE: 20201218
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: 201400905
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: 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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-12-18
0
0001822250
ContextLogic Inc.
WISH
0001832823
Lonsdale Joe
ONE SANSOME STREET, 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
Class A Common Stock
2020-12-18
4
C
0
22248650
A
22248650
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
15053440
A
37302090
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
8559310
A
45861400
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
599940
A
46461340
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
40480
A
46501820
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
39280
A
46541100
I
See Footnote
Class A Common Stock
2020-12-18
4
X
0
9866400
0.0001
A
56407500
I
See Footnote
Class A Common Stock
2020-12-18
4
S
0
4
24.00
D
56407496
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
1901300
A
1901300
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
148660
A
2049960
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
5399550
A
5399550
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
1579080
A
1579080
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
1470940
A
1470940
I
See Footnote
Class A Common Stock
2020-12-18
4
C
0
2447770
A
2447770
I
See Footnote
Series A Preferred Stock
2020-12-18
4
C
0
22248650
D
Class A Common Stock
22248650
0
I
See Footnote
Series B Preferred Stock
2020-12-18
4
C
0
15053440
D
Class A Common Stock
15053440
0
I
See Footnote
Series C Preferred Stock
2020-12-18
4
C
0
8559310
D
Class A Common Stock
8559310
0
I
See Footnote
Series D Preferred Stock
2020-12-18
4
C
0
599940
D
Class A Common Stock
599940
0
I
See Footnote
Series E Preferred Stock
2020-12-18
4
C
0
40480
D
Class A Common Stock
40480
0
I
See Footnote
Series F Preferred Stock
2020-12-18
4
C
0
39280
D
Class A Common Stock
39280
0
I
See Footnote
Series A Preferred Stock
2020-12-18
4
C
0
1901300
D
Class A Common Stock
1901300
0
I
See Footnote
Series G Preferred Stock
2020-12-18
4
C
0
148660
D
Class A Common Stock
148660
0
I
See Footnote
Series D Preferred Stock
2020-12-18
4
C
0
5399550
D
Class A Common Stock
5399550
0
I
See Footnote
Series E Preferred Stock
2020-12-18
4
C
0
1579080
D
Class A Common Stock
1579080
0
I
See Footnote
Series A Preferred Stock
2020-12-18
4
C
0
1470940
D
Class A Common Stock
1470940
0
I
See Footnote
Series F Preferred Stock
2020-12-18
4
C
0
2447770
D
Class A Common Stock
2447770
0
I
See Footnote
Series B Preferred Warrant
0.0001
2020-12-18
4
X
0
9866400
0.00
D
Class A Common Stock
9866400
0
I
See Footnote
Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.
The shares are held of record directly by Formation8 Partners Fund I, L.P. ("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 pecuniary interests therein.
Immediately upon the closing of the Issuer's initial public offering, the Class B Warrant dated August 1, 2016 was automatically deemed to have been exercised in full on a net basis and was converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. In connection with the automatic net exercise of the warrant, the Issuer withheld 4 of the warrant shares to pay the exercise price and issued the remaining warrant shares to F8 LP.
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 therin.
The shares are held of record directly by F8 Starlight SPV, L.P. ("F8 Starlight"). 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. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight 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 pecuniary interests therein.
The shares are held of record directly by F8 Starlight II SPV, L.P. ("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 pecuniary interests therein.
The shares are held of record directly by Anduin I, L.P. ("Anduin I"). Anduin Capital Management, LLC ("Anduin GP") is the general partner of Anduin I. 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 I. Each of Anduin GP and the Reporting Person disclaims beneficial ownership of the securities held by Anduin I and this report shall not be deemed an admission that Anduin 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 pecuniary interests therein.
The shares are held of record directly by CL SPV, L.P. ("CL SPV"). 8VC GP I, LLC ("8VC GP I") is the general partner of CL SPV. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of 8VC GP I and may be deemed to have sole voting and dispositive power with respect to the shares held by CL SPV. Each of 8VC GP I and the Reporting Person disclaims beneficial ownership of the securities held by CL SPV and this report shall not be deemed an admission that 8VC GP I 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 pecuniary interests therein.
The shares underlying this warrant are held of record directly by F8 LP. 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 pecuniary interests therein.
/s/ Devang Shah, attorney-in-fact
2020-12-18