Devang Shah - Aug 15, 2021 Form 4 Insider Report for ContextLogic Inc. (WISH)

Signature
/s/ Renee Jackson, Attorney-in-Fact
Stock symbol
WISH
Transactions as of
Aug 15, 2021
Transactions value $
-$132,550
Form type
4
Date filed
8/19/2021, 09:39 PM
Previous filing
Jul 28, 2021
Next filing
Aug 30, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WISH Class A Common Stock Conversion of derivative security $0 +20.7K +28.15% $0.00 94.1K Aug 15, 2021 Direct F1
transaction WISH Class A Common Stock Options Exercise $0 +14.7K +15.67% $0.00 109K Aug 15, 2021 Direct
transaction WISH Class A Common Stock Sale -$133K -19.2K -17.61% $6.92 89.7K Aug 16, 2021 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WISH Restricted Stock Unit Options Exercise $0 -9.56K -5.26% $0.00 172K Aug 15, 2021 Class B Common Stock 9.56K $0.00 Direct F4, F5
transaction WISH Class B Common Stock Options Exercise $0 +9.56K $0.00 9.56K Aug 15, 2021 Class A Common Stock 9.56K Direct F6, F7
transaction WISH Restricted Stock Unit Options Exercise $0 -5.9K -4% $0.00 142K Aug 15, 2021 Class B Common Stock 5.9K $0.00 Direct F5, F8
transaction WISH Class B Common Stock Options Exercise $0 +5.9K +61.72% $0.00 15.5K Aug 15, 2021 Class A Common Stock 5.9K Direct F6, F7
transaction WISH Restricted Stock Unit Options Exercise $0 -5.21K -2.59% $0.00 196K Aug 15, 2021 Class B Common Stock 5.21K $0.00 Direct F5, F9
transaction WISH Class B Common Stock Options Exercise $0 +5.21K +33.69% $0.00 20.7K Aug 15, 2021 Class A Common Stock 5.21K Direct F6, F7
transaction WISH Class B Common Stock Conversion of derivative security $0 -20.7K -100% $0.00* 0 Aug 15, 2021 Class A Common Stock 20.7K Direct F1, F6, F7
transaction WISH Restricted Stock Unit Options Exercise $0 -14.7K -6.25% $0.00 221K Aug 15, 2021 Class A Common Stock 14.7K $0.00 Direct F5, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 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.
F3 The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.752 to $6.930. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 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 February 5, 2019, and 1/60th of the RSUs vest monthly thereafter for a period of 4 years.
F5 This reported transaction represents the settlement of RSUs vested as of August 15, 2021.
F6 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.
F7 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.
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, the RSUs vest on a monthly basis over a period of 4 years beginning on May 1, 2019, with 10% of the total RSUs vesting over the first year, 20% of the total vesting over the second year, 30% of the total vesting over the third year, and 40% of the total vesting over the fourth year.
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 employment, 1/48th of the RSUs vest on a monthly basis beginning on October 1, 2020 for a period of 4 years.
F10 Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continuous service, 6.25% of the RSUs will vest on a quarterly basis beginning on August 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). 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 procedures the Company may prescribe at its discretion).