Statement of Changes in Beneficial Ownership (4)
July 22 2021 - 7:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Just Brett |
2. Issuer Name and Ticker or Trading Symbol
ContextLogic Inc.
[
WISH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer |
(Last)
(First)
(Middle)
ONE SANSOME STREET, 40TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2021 |
(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/15/2021 | | C(1) | | 17530 | A | $0.00 | 49287 | D | |
Class A Common Stock | 6/15/2021 | | C(1) | | 3504 | A | $0.00 | 41600 (2) | D | |
Class A Common Stock | 7/15/2021 | | C(1) | | 3514 | A | $0.00 | 41333 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (3)(4) | 5/15/2021 | | C (1) | | | 17530 (5) | (3)(4) | (3)(4) | Class A Common Stock | 17530 | $0.00 | 0 | D | |
Class B Common Stock | (3)(4) | 6/15/2021 | | C (1) | | | 3504 (5) | (3)(4) | (3)(4) | Class A Common Stock | 3504 | $0.00 | 0 | D | |
Class B Common Stock | (3)(4) | 7/15/2021 | | C (1) | | | 3514 (5) | (3)(4) | (3)(4) | Class A Common Stock | 3514 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Represents the conversion of Class B Common Stock, issued upon settlement of vested Restricted Stock Units, into Class A Common Stock held of record by the Reporting Person. |
(2) | Includes 2,083 shares acquired under ContextLogic Inc.'s employee stock purchase plan on May 20, 2021. |
(3) | 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. |
(4) | 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. |
(5) | The Reporting Person elected to convert the Class B Common Stock, issued upon settlement of vested Restricted Stock Units, to Class A Common Stock on a 1-for-1 basis. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Just Brett ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO, CA 94104 |
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| Chief Accounting Officer |
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Signatures
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/s/ Renee Jackson, Attorney-in-Fact | | 7/22/2021 |
**Signature of Reporting Person | Date |
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