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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Szulczewski Piotr
2. Issuer Name and Ticker or Trading Symbol

ContextLogic Inc. [ WISH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

ONE SANSOME STREET, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/9/2022
(Street)

SAN FRANCISCO, CA 94104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 8/9/2022  C(1)  57128812 A$0.00 57128812 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (2)8/9/2022  C (1)    57128812   (2) (2)Class A Common Stock 57128812 $0.00 0 D  
Restricted Stock Unit  (3)(4)8/9/2022  A (3)(4)  81768     (3)(4)2/9/2025 Class A Common Stock 81768 $0.00 81768 D  
Restricted Stock Unit  (5)8/9/2022  A (5)  405432     (5)9/23/2025 Class A Common Stock 405432 $0.00 405432 D  
Stock Option (right to buy)  (6)8/9/2022  A (6)  8375000     (6)4/15/2024 Class A Common Stock 8375000 $0.149 8375000 D  
Stock Option (right to buy)  (7)8/9/2022  A (7)  35000000     (7)8/11/2024 Class A Common Stock 35000000 $0.238 35000000 D  

Explanation of Responses:
(1) Represents shares of Class A Common Stock that were acquired by the Reporting Person upon voluntary conversion of Class B Common Stock shares.
(2) All shares of Class B Common Stock automatically converted, on a one-for-one basis, into shares of Class A Common Stock on August 9, 2022, which was 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.
(3) The Reporting Person was issued restricted stock units ("RSUs") which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU.
(4) 1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years, subject to the Reporting Person's continuous service with the Issuer through each vesting date. As a result of the Reporting Person's above-described voluntary conversion, on August 9, 2022, the number of outstanding shares of Class B Common Stock represented less than 5% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. As a result, pursuant to the Issuer's Restated Certificate of Incorporation, all remaining shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. Further, all RSUs for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the RSUs remain unchanged.
(5) The Reporting Person was issued RSUs which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU. 1/48th of the RSUs vest on a monthly basis beginning on October 23, 2018 for a period of 4 years, subject to the Reporting Person's continuous service with the Issuer through each vesting date. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all RSUs for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the RSUs remain unchanged.
(6) Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on December 17, 2013. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all stock options for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the stock options remain unchanged.
(7) Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on July 9, 2014. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all stock options for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the stock options remain unchanged.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Szulczewski Piotr
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO, CA 94104

X


Signatures
/s/ Marianne Lewis - Attorney-in-Fact8/11/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
ContextLogic (NASDAQ:WISH)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more ContextLogic Charts.
ContextLogic (NASDAQ:WISH)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more ContextLogic Charts.