0001209191-21-052679.txt : 20210819 0001209191-21-052679.hdr.sgml : 20210819 20210819213802 ACCESSION NUMBER: 0001209191-21-052679 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210815 FILED AS OF DATE: 20210819 DATE AS OF CHANGE: 20210819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Just Brett CENTRAL INDEX KEY: 0001833840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 211191605 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 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 2021-08-15 0 0001822250 ContextLogic Inc. WISH 0001833840 Just Brett ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO CA 94104 0 1 0 0 Interim Co-CFO, Chief Acc Ofcr Class A Common Stock 2021-08-15 4 C 0 3494 0.00 A 40870 D Class A Common Stock 2021-08-15 4 M 0 4422 0.00 A 45292 D Class A Common Stock 2021-08-16 4 S 0 4287 6.918 D 41005 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 1090 0.00 D 2024-10-23 Class B Common Stock 1090 14200 D Class B Common Stock 2021-08-15 4 M 0 1090 0.00 A Class A Common Stock 1090 1090 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 130 0.00 D 2025-08-19 Class B Common Stock 130 2870 D Class B Common Stock 2021-08-15 4 M 0 130 0.00 A Class A Common Stock 130 1220 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 770 0.00 D 2026-02-05 Class B Common Stock 770 13170 D Class B Common Stock 2021-08-15 4 M 0 770 0.00 A Class A Common Stock 770 1990 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 92 0.00 D 2026-05-02 Class B Common Stock 92 1844 D Class B Common Stock 2021-08-15 4 M 0 92 0.00 A Class A Common Stock 92 2082 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 614 0.00 D 2026-11-22 Class B Common Stock 614 14754 D Class B Common Stock 2021-08-15 4 M 0 614 0.00 A Class A Common Stock 614 2696 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 798 0.00 D 2027-09-28 Class B Common Stock 798 29552 D Class B Common Stock 2021-08-15 4 M 0 798 0.00 A Class A Common Stock 798 3494 D Class B Common Stock 2021-08-15 4 C 0 3494 0.00 D Class A Common Stock 3494 0 D Restricted Stock Unit 0.00 2021-08-15 4 M 0 4422 0.00 D Class A Common Stock 4422 66332 D Represents the conversion of Class B Common Stock, issued upon settlement of vested Restricted Stock Units ("RSUs"), into Class A common Stock held of record by the Reporting Person. 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 ranging from $6.752 to $6.930. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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, 20% of the RSUs vested on September 5, 2018, and an additional 1/60th of the remaining RSUs vest monthly thereafter for a period of 5 years. This reported transaction represents the settlement of RSUs vested as of August 15, 2021. 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. 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, 20% of the RSUs vested on May 1, 2019, and an additional 1/60th of the remaining RSUs vest monthly thereafter for a period of 5 years. 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, 2020, and 1/36th of the RSUs vest monthly thereafter for a period of 3 years. 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, 1/48th of the RSUs vest monthly for a period of 4 years beginning on May 1, 2019. 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, 1/48th of the RSUs vest monthly for a period of 4 years beginning on September 1, 2019. 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, 1/48th of the RSUs vest monthly for a period of 4 years beginning on October 1, 2020. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continuous service, 6.25% of the RSUs will vest on a quarterly basis beginning on August 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the Reporting Person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion). /s/ Renee Jackson, Attorney-in-Fact 2021-08-19