Brett Just - May 15, 2022 Form 4 Insider Report for ContextLogic Inc. (WISH)

Signature
/s/ Marianne Lewis, Attorney-in-Fact
Stock symbol
WISH
Transactions as of
May 15, 2022
Transactions value $
-$48,766
Form type
4
Date filed
5/17/2022, 06:12 PM
Previous filing
Apr 20, 2022
Next filing
Jun 17, 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 +3.51K +4.99% $0.00 73.7K May 15, 2022 Direct F1
transaction WISH Class A Common Stock Options Exercise $0 +4.42K +6% $0.00 78.1K May 15, 2022 Direct
transaction WISH Class A Common Stock Options Exercise $0 +36.3K +46.47% $0.00 114K May 15, 2022 Direct
transaction WISH Class A Common Stock Options Exercise $0 +18.4K +16.06% $0.00 133K May 15, 2022 Direct
transaction WISH Class A Common Stock Options Exercise $0 +28.9K +21.78% $0.00 162K May 15, 2022 Direct
transaction WISH Class A Common Stock Tax liability -$48.8K -31.7K -19.57% $1.54 130K May 15, 2022 Direct F2

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 -1.09K -19.96% $0.00 4.37K May 15, 2022 Class B Common Stock 1.09K $0.00 Direct F3, F4
transaction WISH Class B Common Stock Options Exercise $0 +1.09K $0.00 1.09K May 15, 2022 Class A Common Stock 1.09K Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -140 -7.87% $0.00 1.64K May 15, 2022 Class B Common Stock 140 $0.00 Direct F4, F7
transaction WISH Class B Common Stock Options Exercise $0 +140 +12.84% $0.00 1.23K May 15, 2022 Class A Common Stock 140 Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -770 -11.05% $0.00 6.2K May 15, 2022 Class B Common Stock 770 $0.00 Direct F4, F8
transaction WISH Class B Common Stock Options Exercise $0 +770 +62.6% $0.00 2K May 15, 2022 Class A Common Stock 770 Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -92 -8.3% $0.00 1.02K May 15, 2022 Class B Common Stock 92 $0.00 Direct F4, F9
transaction WISH Class B Common Stock Options Exercise $0 +92 +4.6% $0.00 2.09K May 15, 2022 Class A Common Stock 92 Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -615 -6.25% $0.00 9.23K May 15, 2022 Class B Common Stock 615 $0.00 Direct F4, F10
transaction WISH Class B Common Stock Options Exercise $0 +615 +29.4% $0.00 2.71K May 15, 2022 Class A Common Stock 615 Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -798 -3.44% $0.00 22.4K May 15, 2022 Class B Common Stock 798 $0.00 Direct F4, F11
transaction WISH Class B Comm05/15/2022Stock Options Exercise $0 +798 +29.48% $0.00 3.51K May 15, 2022 Class A Common Stock 798 Direct F5, F6
transaction WISH Restricted Stock Unit Conversion of derivative security $0 -3.51K -100% $0.00* 0 May 15, 2022 Class A Common Stock 3.51K Direct F1, F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -4.42K -7.69% $0.00 53.1K May 15, 2022 Class A Common Stock 4.42K $0.00 Direct F4, F12
transaction WISH Restricted Stock Unit Options Exercise $0 -36.3K -50% $0.00 36.3K May 15, 2022 Class A Common Stock 36.3K $0.00 Direct F4, F13
transaction WISH Restricted Stock Unit Options Exercise $0 -18.4K -14.29% $0.00 110K May 15, 2022 Class A Common Stock 18.4K $0.00 Direct F4, F14
transaction WISH Restricted Stock Unit Options Exercise $0 -28.9K -12.5% $0.00 203K May 15, 2022 Class A Common Stock 28.9K $0.00 Direct F4, F15
* 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 Represents the number of shares held by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs.
F3 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.
F4 This reported transaction represents the settlement of RSUs vested as of May 15, 2022.
F5 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.
F6 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.
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, 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.
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, 25% of the RSUs vested on January 1, 2020, and 1/36th of the RSUs vest monthly thereafter for a period of 3 years.
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 May 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 September 1, 2019.
F11 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.
F12 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).
F13 Subject to the Reporting Person's continuous service, 25% of the RSUs will vest on a quarterly basis beginning on November 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).
F14 Subject to the Reporting Person's continuous service, 12.5% of the RSUs will vest on a quarterly basis beginning on February 15, 2022 (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).
F15 Subject to the Reporting Person's continuous service, 1/8th of the RSUs will vest on May 15, 2022, with an additional 1/8th of the RSUs vesting on each Company Vesting Date thereafter. A "Company Vesting Date" means 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).

Remarks:

Exhibit 24 - Power of Attorney