SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ContextLogic Inc. [ WISH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 02/26/2021 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 02/24/2021 | C | 5,373,615(1) | A | $0.00 | 5,373,615 | D | |||
| Class A Common Stock | 02/24/2021 | S(2) | 1,535,548 | D | $20.592(3) | 3,838,067 | D | |||
| Class A Common Stock | 02/24/2021 | S(2) | 43,051 | D | $21.364(4) | 3,795,016 | D | |||
| Class A Common Stock | 02/25/2021 | S(2) | 1,144,637 | D | $19.218(5) | 2,650,379 | D | |||
| Class A Common Stock | 02/25/2021 | S(2) | 854,704 | D | $20.1966(6) | 1,795,675 | D | |||
| Class A Common Stock | 02/25/2021 | S(2) | 54,447 | D | $20.8003(7) | 1,741,228 | D | |||
| Class A Common Stock | 02/26/2021 | S(2) | 1,606,526 | D | $18.7198(8) | 134,702 | D | |||
| Class A Common Stock | 02/26/2021 | S(2) | 134,702 | D | $19.2409(9) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | (10)(11) | 02/24/2021 | C | 5,373,615(1) | (10)(11) | (10)(11) | Class A Common Stock | 5,373,615(1) | $0.00 | 55,690,036 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares of Class A Common Stock that were acquired by the Reporting Person upon conversion of Class B Common Stock shares for purposes of selling to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs"). |
| 2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $20.3005 to $21.29, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $21.34 to $21.39, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $18.687 to $19.6814, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $19.69 to $20.68, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $20.69 to $20.86, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $18.1047 to $19.10, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices with the range of $19.105 to $19.49, inclusive. The Reporting Person undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. 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. |
| 11. 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. |
| Remarks: |
| The purpose of this amendment to the Form 4 filed on February 26, 2021 (the "Original Form 4") is to provide accurate weighted average prices and price ranges for shares that were pooled and sold in multiple transactions. This information was unavailable at the time of filing of the Original Form 4. |
| /s/ Jilliana Wong, Attorney-in-Fact | 04/02/2021 | |
| ** 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 Number. | ||