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Filing Details

Accession Number:: 0001209191-20-064421
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-18 16:24:59
Reporting Period:: 2020-12-18

Accepted Time:: 2020-12-18 16:24:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1822250	Contextlogic Inc.	WISH	Retail-Catalog & Mail-Order Houses (5961)	272930953

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1832823	Joe Lonsdale	One Sansome Street, 40Th Floor San Francisco CA 94104		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-12-18	22,248,650	$0.00	22,248,650	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	15,053,440	$0.00	37,302,090	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	8,559,310	$0.00	45,861,400	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	599,940	$0.00	46,461,340	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	40,480	$0.00	46,501,820	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	39,280	$0.00	46,541,100	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	9,866,400	$0.00	56,407,500	No	4	X	Indirect	See Footnote
Class A Common Stock	Disposition	2020-12-18	4	$24.00	56,407,496	No	4	S	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	1,901,300	$0.00	1,901,300	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	148,660	$0.00	2,049,960	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	5,399,550	$0.00	5,399,550	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	1,579,080	$0.00	1,579,080	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	1,470,940	$0.00	1,470,940	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2020-12-18	2,447,770	$0.00	2,447,770	No	4	C	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	X	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series A Preferred Stock	Disposition	2020-12-18	22,248,650	$0.00	22,248,650	$0.00
Class A Common Stock	Series B Preferred Stock	Disposition	2020-12-18	15,053,440	$0.00	15,053,440	$0.00
Class A Common Stock	Series C Preferred Stock	Disposition	2020-12-18	8,559,310	$0.00	8,559,310	$0.00
Class A Common Stock	Series D Preferred Stock	Disposition	2020-12-18	599,940	$0.00	599,940	$0.00
Class A Common Stock	Series E Preferred Stock	Disposition	2020-12-18	40,480	$0.00	40,480	$0.00
Class A Common Stock	Series F Preferred Stock	Disposition	2020-12-18	39,280	$0.00	39,280	$0.00
Class A Common Stock	Series A Preferred Stock	Disposition	2020-12-18	1,901,300	$0.00	1,901,300	$0.00
Class A Common Stock	Series G Preferred Stock	Disposition	2020-12-18	148,660	$0.00	148,660	$0.00
Class A Common Stock	Series D Preferred Stock	Disposition	2020-12-18	5,399,550	$0.00	5,399,550	$0.00
Class A Common Stock	Series E Preferred Stock	Disposition	2020-12-18	1,579,080	$0.00	1,579,080	$0.00
Class A Common Stock	Series A Preferred Stock	Disposition	2020-12-18	1,470,940	$0.00	1,470,940	$0.00
Class A Common Stock	Series F Preferred Stock	Disposition	2020-12-18	2,447,770	$0.00	2,447,770	$0.00
Class A Common Stock	Series B Preferred Warrant	Disposition	2020-12-18	9,866,400	$0.00	9,866,400	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	X	Indirect

Footnotes

Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.
The shares are held of record directly by Formation8 Partners Fund I, L.P. ("F8 LP"). Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 LP. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 LP and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
Immediately upon the closing of the Issuer's initial public offering, the Class B Warrant dated August 1, 2016 was automatically deemed to have been exercised in full on a net basis and was converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. In connection with the automatic net exercise of the warrant, the Issuer withheld 4 of the warrant shares to pay the exercise price and issued the remaining warrant shares to F8 LP.
The shares are held of record directly by 8VC Co-Invest Fund I, L.P. ("8VC Co-Invest LP"). 8VC Co-Invest GP I, LLC ("8VC Co-Invest GP") is the general partner of 8VC Co-Invest LP. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of 8VC Co-Invest GP and may be deemed to have sole voting and dispositive power with respect to the shares held by 8VC Co-Invest LP. Each of 8VC Co-Invest GP and the Reporting Person disclaims beneficial ownership of the securities held by 8VC Co-Invest LP and this report shall not be deemed an admission that 8VC Co-Invest GP or the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therin.
The shares are held of record directly by F8 Starlight SPV, L.P. ("F8 Starlight"). James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
The shares are held of record directly by F8 Starlight II SPV, L.P. ("F8 Starlight II"). James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight II. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight II and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
The shares are held of record directly by Anduin I, L.P. ("Anduin I"). Anduin Capital Management, LLC ("Anduin GP") is the general partner of Anduin I. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of Anduin GP and may be deemed to have sole voting and dispositive power with respect to the shares held by Anduin I. Each of Anduin GP and the Reporting Person disclaims beneficial ownership of the securities held by Anduin I and this report shall not be deemed an admission that Anduin GP or the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
The shares are held of record directly by CL SPV, L.P. ("CL SPV"). 8VC GP I, LLC ("8VC GP I") is the general partner of CL SPV. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of 8VC GP I and may be deemed to have sole voting and dispositive power with respect to the shares held by CL SPV. Each of 8VC GP I and the Reporting Person disclaims beneficial ownership of the securities held by CL SPV and this report shall not be deemed an admission that 8VC GP I or the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.
The shares underlying this warrant are held of record directly by F8 LP. F8 GP is the general partner of F8 LP. James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 LP. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 LP and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interests therein.