0001209191-22-024844.txt : 20220419 0001209191-22-024844.hdr.sgml : 20220419 20220419192430 ACCESSION NUMBER: 0001209191-22-024844 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220415 FILED AS OF DATE: 20220419 DATE AS OF CHANGE: 20220419 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: 22836005 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 2022-04-15 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 2022-04-15 4 C 0 3505 0.00 A 71466 D Restricted Stock Unit 0.00 2022-04-15 4 M 0 1090 0.00 D 2024-10-23 Class B Common Stock 1090 5460 D Class B Common Stock 2022-04-15 4 M 0 1090 0.00 A Class A Common Stock 1090 1090 D Restricted Stock Unit 0.00 2022-04-15 4 M 0 130 0.00 D 2025-08-19 Class B Common Stock 130 1780 D Class B Common Stock 2022-04-15 4 M 0 130 0.00 A Class A Common Stock 130 1220 D Restricted Stock Unit 0.00 2022-04-15 4 M 0 780 0.00 D 2026-02-05 Class B Common Stock 780 6970 D Class B Common Stock 2022-04-15 4 M 0 780 0.00 A Class A Common Stock 780 2000 D Restricted Stock Unit 0.00 2022-04-15 4 M 0 92 0.00 D 2026-05-02 Class B Common Stock 92 1108 D Class B Common Stock 2022-04-15 4 M 0 92 0.00 A Class A Common Stock 92 2092 D Restricted Stock Unit 0.00 2022-04-15 4 M 0 615 0.00 D 2026-11-22 Class B Common Stock 615 9840 D Class B Common Stock 2022-04-15 4 M 0 615 0.00 A Class A Common Stock 615 2707 D Restricted Stock Unit 0.00 2022-04-15 4 M 0 798 0.00 D 2027-09-28 Class B Common Stock 798 23168 D Class B Common Stock 2022-04-15 4 M 0 798 0.00 A Class A Common Stock 798 3505 D Restricted Stock Unit 2022-04-15 4 C 0 3505 0.00 D Class A Common Stock 3505 0 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 April 15, 2022. 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. 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. /s/ Devang Shah, Attorney-in-Fact 2022-04-19