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

Role
General Counsel and Secretary
Signature
/s/ Marianne Lewis, Attorney-in-Fact
Stock symbol
WISH
Transactions as of
Jul 15, 2022
Transactions value $
-$16,725
Form type
4
Date filed
7/19/2022, 04:51 PM
Previous filing
Jun 17, 2022
Next filing
Aug 11, 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 +22.6K +141.48% $0.00 38.6K Jul 15, 2022 Direct F1
transaction WISH Class A Common Stock Tax liability -$16.7K -11.2K -29.05% $1.49 27.4K Jul 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 -9.56K -12.5% $0.00 66.9K Jul 15, 2022 Class B Common Stock 9.56K $0.00 Direct F3, F4
transaction WISH Class B Common Stock Options Exercise $0 +9.56K $0.00 9.56K Jul 15, 2022 Class A Common Stock 9.56K Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -7.87K -10% $0.00 70.8K Jul 15, 2022 Class B Common Stock 7.87K $0.00 Direct F4, F7
transaction WISH Class B Common Stock Options Exercise $0 +7.87K +82.32% $0.00 17.4K Jul 15, 2022 Class A Common Stock 7.87K Direct F5, F6
transaction WISH Restricted Stock Unit Options Exercise $0 -5.21K -3.63% $0.00 138K Jul 15, 2022 Class B Common Stock 5.21K $0.00 Direct F4, F8
transaction WISH Class B Common Stock Options Exercise $0 +5.21K +29.88% $0.00 22.6K Jul 15, 2022 Class A Common Stock 5.21K Direct F5, F6
transaction WISH Class B Common Stock Conversion of derivative security $0 -22.6K -100% $0.00* 0 Jul 15, 2022 Class A Common Stock 22.6K Direct F1, F5, F6
* 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 February 5, 2019, and 1/60th of the RSUs vest monthly thereafter for a period of 4 years.
F4 This reported transaction represents the settlement of RSUs vested as of July 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, 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.
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 employment, 1/48th of the RSUs vest on a monthly basis beginning on October 1, 2020 for a period of 4 years.