0001209191-22-045504.txt : 20220811
0001209191-22-045504.hdr.sgml : 20220811
20220811195058
ACCESSION NUMBER: 0001209191-22-045504
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220809
FILED AS OF DATE: 20220811
DATE AS OF CHANGE: 20220811
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: 221157437
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
2022-08-09
0
0001822250
ContextLogic Inc.
WISH
0001832163
Szulczewski Piotr
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO
CA
94104
0
0
1
0
Class A Common Stock
2022-08-09
4
C
0
57128812
0.00
A
57128812
D
Class B Common Stock
2022-08-09
4
C
0
57128812
0.00
D
Class A Common Stock
57128812
0
D
Restricted Stock Unit
2022-08-09
4
A
0
81768
0.00
A
2025-02-09
Class A Common Stock
81768
81768
D
Restricted Stock Unit
2022-08-09
4
A
0
405432
0.00
A
2025-09-23
Class A Common Stock
405432
405432
D
Stock Option (right to buy)
2022-08-09
4
A
0
8375000
0.149
A
2024-04-15
Class A Common Stock
8375000
8375000
D
Stock Option (right to buy)
2022-08-09
4
A
0
35000000
0.238
A
2024-08-11
Class A Common Stock
35000000
35000000
D
Represents shares of Class A Common Stock that were acquired by the Reporting Person upon voluntary conversion of Class B Common Stock shares.
All shares of Class B Common Stock automatically converted, on a one-for-one basis, into shares of Class A Common Stock on August 9, 2022, which was 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.
The Reporting Person was issued restricted stock units ("RSUs") which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU.
1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years, subject to the Reporting Person's continuous service with the Issuer through each vesting date. As a result of the Reporting Person's above-described voluntary conversion, on August 9, 2022, the number of outstanding shares of Class B Common Stock represented less than 5% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. As a result, pursuant to the Issuer's Restated Certificate of Incorporation, all remaining shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. Further, all RSUs for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the RSUs remain unchanged.
The Reporting Person was issued RSUs which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU. 1/48th of the RSUs vest on a monthly basis beginning on October 23, 2018 for a period of 4 years, subject to the Reporting Person's continuous service with the Issuer through each vesting date. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all RSUs for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the RSUs remain unchanged.
Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on December 17, 2013. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all stock options for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the stock options remain unchanged.
Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on July 9, 2014. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all stock options for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the stock options remain unchanged.
/s/ Marianne Lewis - Attorney-in-Fact
2022-08-11