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