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Filing Details

Accession Number:: 0001209191-21-052679
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-19 21:38:02
Reporting Period:: 2021-08-15

Accepted Time:: 2021-08-19 21:38:02
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
1833840	Brett Just	One Sansome Street, 40Th Floor San Francisco CA 94104	Interim Co-Cfo, Chief Acc Ofcr	No	Yes	No	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
Class A Common Stock	Acquisiton	2021-08-15	3,494	$0.00	40,870	No	4	C	Direct
Class A Common Stock	Acquisiton	2021-08-15	4,422	$0.00	45,292	No	4	M	Direct
Class A Common Stock	Disposition	2021-08-16	4,287	$6.92	41,005	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Unit	Disposition	2021-08-15	1,090	$0.00	1,090	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-08-15	1,090	$0.00	1,090	$0.00
Class B Common Stock	Restricted Stock Unit	Disposition	2021-08-15	130	$0.00	130	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-08-15	130	$0.00	130	$0.00
Class B Common Stock	Restricted Stock Unit	Disposition	2021-08-15	770	$0.00	770	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-08-15	770	$0.00	770	$0.00
Class B Common Stock	Restricted Stock Unit	Disposition	2021-08-15	92	$0.00	92	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-08-15	92	$0.00	92	$0.00
Class B Common Stock	Restricted Stock Unit	Disposition	2021-08-15	614	$0.00	614	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-08-15	614	$0.00	614	$0.00
Class B Common Stock	Restricted Stock Unit	Disposition	2021-08-15	798	$0.00	798	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-08-15	798	$0.00	798	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-15	3,494	$0.00	3,494	$0.00
Class A Common Stock	Restricted Stock Unit	Disposition	2021-08-15	4,422	$0.00	4,422	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
14,200	2024-10-23	No	4	M	Direct
1,090		No	4	M	Direct
2,870	2025-08-19	No	4	M	Direct
1,220		No	4	M	Direct
13,170	2026-02-05	No	4	M	Direct
1,990		No	4	M	Direct
1,844	2026-05-02	No	4	M	Direct
2,082		No	4	M	Direct
14,754	2026-11-22	No	4	M	Direct
2,696		No	4	M	Direct
29,552	2027-09-28	No	4	M	Direct
3,494		No	4	M	Direct
0		No	4	C	Direct
66,332		No	4	M	Direct

Footnotes

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.
The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.752 to $6.930. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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.
This reported transaction represents the settlement of RSUs vested as of August 15, 2021.
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.
Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continuous service, 6.25% of the RSUs will vest on a quarterly basis beginning on August 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the Reporting Person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion).