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