Statement of Changes in Beneficial Ownership (4)
February 01 2022 - 5:48PM
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
*
Talwar Vijay |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
ONE SANSOME STREET, 33RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2022 |
(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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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 |
Restricted Stock Unit (1) | (2) | 2/1/2022 | | A | | 4633204 | | (3) | (3) | Class A Common Stock | 4633204 | $0.00 | 4633204 | D | |
Stock Option (Right to Buy) (1) | $2.86 | 2/1/2022 | | A | | 6486486 | | (4) | 2/1/2032 | Class A Common Stock | 6486486 | $0.00 | 6486486 | D | |
Explanation of Responses: |
(1) | The Restricted Stock Units ("RSUs") and stock option represent inducement grants under the Company's 2022 New Employee Equity Incentive Plan. |
(2) | The Reporting Person was granted RSUs which represent a contingent right to receive one share of Company's Class A Common Stock for each RSU. |
(3) | Subject to the Reporting Person's continuous service, 25% of the RSUs will vest on February 15, 2023, with an additional 1/12th of the remaining RSUs vesting on each Company Vesting Date thereafter. A "Company Vesting Date" means 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). |
(4) | Subject to the Reporting Person's continuous service, 1/16th of the shares subject to the stock option vest on each Company Vesting Date beginning on May 15, 2022. A "Company Vesting Date" means February 15, May 15, August 15, or November 15. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Talwar Vijay ONE SANSOME STREET, 33RD FLOOR SAN FRANCISCO, CA 94104 | X |
| Chief Executive Officer |
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Signatures
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/s/ Renee Jackson, Attorney-in-Fact | | 2/1/2022 |
**Signature of Reporting Person | Date |
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