Statement of Changes in Beneficial Ownership (4)
September 29 2022 - 6:19PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Yan Jun |
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) Interim CEO |
(Last)
(First)
(Middle)
ONE SANSOME STREET, 33RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/27/2022 |
(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) | 9/27/2022 | | A | | 1948051 | | (3) | (3) | Class A Common Stock | 1948051 | $0.00 | 1948051 | D | |
Stock Option (Right to Buy) (1) | $1.54 | 9/27/2022 | | A | | 1948051 | | (4) | 9/27/2032 | Class A Common Stock | 1948051 | $0.00 | 1948051 | 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, 50% of the RSUs will vest on May 15, 2023 and the remaining 50% will vest on November 15, 2023. 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 the procedures the Company may prescribe at its discretion). |
(4) | Subject to the Reporting Person's continuous service, 50% of the shares subject to the stock option will vest on March 27, 2023, and the remaining 50% of the shares subject to the stock option will vest on September 27, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Yan Jun ONE SANSOME STREET, 33RD FLOOR SAN FRANCISCO, CA 94104 |
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| Interim CEO |
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Signatures
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/s/ Marianne Lewis, Attorney-in-Fact | | 9/29/2022 |
**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. |
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