0001209191-22-042585.txt : 20220719
0001209191-22-042585.hdr.sgml : 20220719
20220719165223
ACCESSION NUMBER: 0001209191-22-042585
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220715
FILED AS OF DATE: 20220719
DATE AS OF CHANGE: 20220719
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Szulczewski Piotr
CENTRAL INDEX KEY: 0001832163
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 221092030
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
2022-07-15
0
0001822250
ContextLogic Inc.
WISH
0001832163
Szulczewski Piotr
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
Class A Common Stock
2022-07-15
4
C
0
64193
0.00
A
64193
D
Class A Common Stock
2022-07-15
4
F
0
64193
1.49
D
0
D
Restricted Stock Unit
0.00
2022-07-15
4
M
0
13628
0.00
D
2025-02-09
Class B Common Stock
13628
81768
D
Class B Common Stock
2022-07-15
4
M
0
13628
0.00
A
Class A Common Stock
13628
57057861
D
Restricted Stock Unit
0.00
2022-07-15
4
M
0
135144
0.00
D
2025-09-23
Class B Common Stock
135144
405432
D
Class B Common Stock
2022-07-15
4
M
0
135144
0.00
A
Class A Common Stock
135144
57193005
D
Class B Common Stock
2022-07-15
4
C
0
64193
0.00
D
Class A Common Stock
64193
57128812
D
Represents the number of shares of Class A Common Stock that were acquired by the Reporting Person upon conversion of Class B Common Stock shares for purposes of satisfying tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs").
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs.
This reported transaction represents the settlement of RSUs vested as of July 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, 1/60th of the RSUs vest monthly beginning on February 1, 2018 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 employment, 1/48th of the RSUs vest on a monthly basis beginning on October 23, 2018 for a period of 4 years.
/s/ Marianne Lewis, Attorney-in-Fact
2022-07-19