0001209191-21-024871.txt : 20210402
0001209191-21-024871.hdr.sgml : 20210402
20210402200232
ACCESSION NUMBER: 0001209191-21-024871
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210224
FILED AS OF DATE: 20210402
DATE AS OF CHANGE: 20210402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chuang Peiyen
CENTRAL INDEX KEY: 0001831819
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 21803486
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: 1231
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/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2021-02-24
2021-02-26
0
0001822250
ContextLogic Inc.
WISH
0001831819
Chuang Peiyen
ONE SANSOME STREET, 40TH FLOOR
SAN FRANCISCO
CA
94104
0
1
0
0
Vice President of Operations
Class A Common Stock
2021-02-24
4
C
0
65784
0.00
A
65784
D
Class A Common Stock
2021-02-24
4
S
0
19325
20.6134
D
46459
D
Class A Common Stock
2021-02-25
4
S
0
14013
19.2176
D
32446
D
Class A Common Stock
2021-02-25
4
S
0
10463
20.1973
D
21983
D
Class A Common Stock
2021-02-25
4
S
0
667
20.786
D
21316
D
Class A Common Stock
2021-02-26
4
S
0
19667
18.7199
D
1649
D
Class A Common Stock
2021-02-26
4
S
0
1649
19.2413
D
0
D
Class B Common Stock
2021-02-24
4
C
0
65874
0.00
D
Class A Common Stock
65874
64045
D
Represents the number of shares of Class A Common Stock that were acquired by the Reporting Person upon conversion of Class B Common Stock shares for purposes of selling to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs").
The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $20.42 to $21.14, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $18.687 to $19.6814, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $19.69 to $20.68, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $20.69 to $20.86, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $18.1047 to $19.10, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $19.105 to $19.49, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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.
The purpose of this amendment to the Form 4 filed on February 26, 2021 (the "Original Form 4") is to provide accurate weighted average prices and price ranges for shares that were pooled and sold in multiple transactions. This information was unavailable at the time of filing of the Original Form 4.
/s/ Jilliana Wong, Attorney-in-Fact
2021-04-02