Statement of Changes in Beneficial Ownership (4)
August 11 2022 - 7:56PM
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
|
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
*
Just Brett |
2. Issuer Name and Ticker or Trading Symbol
ContextLogic Inc.
[
WISH
]
|
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, 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
|
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 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) | 8/9/2022 | | A (1) | | 2190 | | (1) | 10/23/2024 | Class A Common Stock | 2190 | $0.00 | 2190 | D | |
| Restricted Stock Unit | (2) | 8/9/2022 | | A (2) | | 1370 | | (2) | 8/19/2025 | Class A Common Stock | 1370 | $0.00 | 1370 | D | |
| Restricted Stock Unit | (3) | 8/9/2022 | | A (3) | | 4650 | | (3) | 2/5/2026 | Class A Common Stock | 4650 | $0.00 | 4650 | D | |
| Restricted Stock Unit | (4) | 8/9/2022 | | A (4) | | 832 | | (4) | 5/2/2026 | Class A Common Stock | 832 | $0.00 | 832 | D | |
| Restricted Stock Unit | (5) | 8/9/2022 | | A (5) | | 7995 | | (5) | 11/22/2026 | Class A Common Stock | 7995 | $0.00 | 7995 | D | |
| Restricted Stock Unit | (6) | 8/9/2022 | | A (6) | | 20774 | | (6) | 9/28/2027 | Class A Common Stock | 20774 | $0.00 | 20774 | D | |
| Explanation of Responses: |
| (1) | 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. 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. 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. |
| (2) | 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. 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. 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. |
| (3) | 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. 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. 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. |
| (4) | 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. 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. 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. |
| (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. 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. 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) | 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. 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. 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. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Just Brett
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO, CA 94104 |
|
| Chief Accounting Officer |
|
Signatures
|
| /s/ Marianne Lewis - Attorney-in-Fact | | 8/11/2022 |
| **Signature of Reporting Person | Date |
| 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 May 2024 to Jun 2024
ContextLogic (NASDAQ:WISH)
Historical Stock Chart
From Jun 2023 to Jun 2024
