0001209191-21-065365.txt : 20211117
0001209191-21-065365.hdr.sgml : 20211117
20211117212053
ACCESSION NUMBER: 0001209191-21-065365
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: Liu Pai
CENTRAL INDEX KEY: 0001831941
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 211422416
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
0001831941
Liu Pai
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO
CA
94104
0
1
0
0
Vice President of Data Science
Class A Common Stock
2021-11-15
4
C
0
4907
0.00
A
9790
D
Class A Common Stock
2021-11-15
4
M
0
17197
0.00
A
26987
D
Class A Common Stock
2021-11-15
4
M
0
145264
0.00
A
172251
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
2450
0.00
D
2026-11-22
Class B Common Stock
2450
56520
D
Class B Common Stock
2021-11-15
4
M
0
2450
0.00
A
Class A Common Stock
2450
2450
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
2457
0.00
D
2027-09-09
Class B Common Stock
2457
83552
D
Class B Common Stock
2021-11-15
4
M
0
2457
0.00
A
Class A Common Stock
2457
4907
D
Class B Common Stock
2021-11-15
4
C
0
4907
0.00
D
Class A Common Stock
4907
4907
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
17197
0.00
D
Class A Common Stock
17197
240763
D
Restricted Stock Unit
0.00
2021-11-15
4
M
0
145264
0.00
D
Class A Common Stock
145264
435793
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.
This reported transaction represents the settlement of RSUs vested as of November 15, 2021.
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 September 23, 2020, and an additional 1/36th of the RSUs vest monthly thereafter for a period of 3 years.
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, 1/48th of the RSUs vest monthly beginning on October 1, 2020 for a period of 4 years.
The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive on share of Issuer's Class A Common Stock for each RSU.
Subject to the reporting person's continuous service, 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, 6.25% 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