Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-070458
Date:2021-12-15
Issuer: CONTEXTLOGIC INC. (WISH)
Original Submission Date:

Reporting Person:

JUST BRETT
ONE SANSOME STREET, 33RD FLOOR
SAN FRANCISCO, CA 94104

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-12-15 C 3,514 a $0.00 68,983 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2021-12-15 deemed execution date M 1,090 (d) 2024-10-23 class b common stock 1,090 $0.00 9,830 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date M 1,090 (a) class a common stock 1,090 $0.00 1,090 direct
RESTRICTED STOCK UNIT 0.0 2021-12-15 deemed execution date M 140 (d) 2025-08-19 class b common stock 140 $0.00 2,320 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date M 140 (a) class a common stock 140 $0.00 1,230 direct
RESTRICTED STOCK UNIT 0.0 2021-12-15 deemed execution date M 780 (d) 2026-02-05 class b common stock 780 $0.00 10,070 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date M 780 (a) class a common stock 780 $0.00 2,010 direct
RESTRICTED STOCK UNIT 0.0 2021-12-15 deemed execution date M 92 (d) 2026-05-02 class b common stock 92 $0.00 1,476 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date M 92 (a) class a common stock 92 $0.00 2,102 direct
RESTRICTED STOCK UNIT 0.0 2021-12-15 deemed execution date M 614 (d) 2026-11-22 class b common stock 614 $0.00 12,298 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date M 614 (a) class a common stock 614 $0.00 2,716 direct
RESTRICTED STOCK UNIT 0.0 2021-12-15 deemed execution date M 798 (d) 2027-09-28 class b common stock 798 $0.00 26,360 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date M 798 (a) class a common stock 798 $0.00 3,514 direct
CLASS B COMMON STOCK 0.0 2021-12-15 deemed execution date C 3,514 (d) class a common stock 3,514 $0.00 0 direct
Footnotes
IDfootnote
f1 represents the conversion of class b common stock, issued upon settlement of vested restricted stock units ("rsus"), into class a common stock held of record by the reporting person.
f2 each rsu represents a contingent right to receive one share of issuer's class b common stock. 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.
f3 this reported transaction represents the settlement of rsus vested as of december 15, 2021.
f4 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.
f5 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.
f6 each rsu represents a contingent right to receive one share of issuer's class b common stock. 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.
f7 each rsu represents a contingent right to receive one share of issuer's class b common stock. 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.
f8 each rsu represents a contingent right to receive one share of issuer's class b common stock. 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.
f9 each rsu represents a contingent right to receive one share of issuer's class b common stock. 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.
f10 each rsu represents a contingent right to receive one share of issuer's class b common stock. 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.
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