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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
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 Explanation
No 4 C Direct
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
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 Exercise Date 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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. This reported transaction represents the settlement of RSUs vested as of August 15, 2021.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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).