0001209191-21-065362.txt : 20211117
0001209191-21-065362.hdr.sgml : 20211117
20211117211959
ACCESSION NUMBER: 0001209191-21-065362
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211115
FILED AS OF DATE: 20211117
DATE AS OF CHANGE: 20211117
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: 211422414
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
2021-11-15
0
0001822250
ContextLogic Inc.
WISH
0001833840
Just Brett
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO
CA
94104
0
1
0
0
Chief Accounting Officer
Class A Common Stock
2021-11-15
4
C
0
3504
0.00
A
47983
D
Class A Common Stock
2021-11-15
4
M
0
4422
0.00
A
52405
D
Class A Common Stock
2021-11-15
4
M
0
36316
0.00
A
88721
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
1090
0.00
D
2024-10-23
Class B Common Stock
1090
10920
D
Class B Common Stock
2021-11-15
4
M
0
1090
0.00
A
Class A Common Stock
1090
1090
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
140
0.00
D
2025-08-19
Class B Common Stock
140
2460
D
Class B Common Stock
2021-11-15
4
M
0
140
0.00
A
Class A Common Stock
140
1230
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
770
0.00
D
2026-02-05
Class B Common Stock
770
10850
D
Class B Common Stock
2021-11-15
4
M
0
770
0.00
A
Class A Common Stock
770
2000
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
92
0.00
D
2026-05-02
Class B Common Stock
92
1568
D
Class B Common Stock
2021-11-15
4
M
0
92
0.00
A
Class A Common Stock
92
2092
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
614
0.00
D
2026-11-22
Class B Common Stock
614
12912
D
Class B Common Stock
2021-11-15
4
M
0
614
0.00
A
Class A Common Stock
614
2706
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
798
0.00
D
2027-09-28
Class B Common Stock
798
27158
D
Class B Common Stock
2021-11-15
4
M
0
798
0.00
A
Class A Common Stock
798
3504
D
Class B Common Stock
2021-11-15
4
C
0
3504
0.00
D
Class A Common Stock
3504
0
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
4422
0.00
D
Class A Common Stock
4422
61910
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
36316
0.00
D
Class A Common Stock
36316
108948
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.
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 November 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.
The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU.
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).
Subject to the reporting person's continuous service, 25% of the RSUs will vest on a quarterly basis beginning on November 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
2021-11-17