Devang Shah - Jan 15, 2022 Form 4 Insider Report for ContextLogic Inc. (WISH)

Role
General Counsel and Secretary
Signature
/s/ Renee Jackson, Attorney-in-Fact
Stock symbol
WISH
Transactions as of
Jan 15, 2022
Transactions value $
$0
Form type
4
Date filed
1/19/2022, 07:50 PM
Previous filing
Dec 21, 2021
Next filing
Jan 20, 2022

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 +10.68% $0.00 214K Jan 15, 2022 Direct F1

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 -7.14% $0.00 124K Jan 15, 2022 Class B Common Stock 9.56K $0.00 Direct F2, F3
transaction WISH Class B Common Stock Options Exercise $0 +9.56K $0.00 9.56K Jan 15, 2022 Class A Common Stock 9.56K Direct F4, F5
transaction WISH Restricted Stock Unit Options Exercise $0 -5.9K -5% $0.00 112K Jan 15, 2022 Class B Common Stock 5.9K $0.00 Direct F3, F6
transaction WISH Class B Common Stock Options Exercise $0 +5.9K +61.72% $0.00 15.5K Jan 15, 2022 Class A Common Stock 5.9K Direct F4, F5
transaction WISH Restricted Stock Unit Options Exercise $0 -5.21K -2.98% $0.00 170K Jan 15, 2022 Class B Common Stock 5.21K $0.00 Direct F3, F7
transaction WISH Class B Common Stock Options Exercise $0 +5.21K +33.69% $0.00 20.7K Jan 15, 2022 Class A Common Stock 5.21K Direct F4, F5
transaction WISH Class B Common Stock Conversion of derivative security $0 -20.7K -100% $0.00* 0 Jan 15, 2022 Class A Common Stock 20.7K Direct F1, F4, F5
* 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 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.
F3 This reported transaction represents the settlement of RSUs vested as of January 15, 2022.
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, 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.
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 employment, 1/48th of the RSUs vest on a monthly basis beginning on October 1, 2020 for a period of 4 years.