Piotr Szulczewski - 09 Aug 2022 Form 4 Insider Report for ContextLogic Inc. (LOGC)

Role
10%+ Owner
Signature
/s/ Marianne Lewis - Attorney-in-Fact
Issuer symbol
LOGC
Transactions as of
09 Aug 2022
Net transactions value
+$9,577,875
Form type
4
Filing time
11 Aug 2022, 19:50:58 UTC
Previous filing
19 Jul 2022
Next filing
16 Aug 2022
SEC
View on sec.gov

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 +57,128,812 $0.000000 57,128,812 09 Aug 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 Class B Common Stock Conversion of derivative security $0 -57,128,812 -100% $0.000000* 0 09 Aug 2022 Class A Common Stock 57,128,812 Direct F1, F2
transaction WISH Restricted Stock Unit Award $0 +81,768 $0.000000 81,768 09 Aug 2022 Class A Common Stock 81,768 Direct F3, F4
transaction WISH Restricted Stock Unit Award $0 +405,432 $0.000000 405,432 09 Aug 2022 Class A Common Stock 405,432 Direct F5
transaction WISH Stock Option (right to buy) Award $1,247,875 +8,375,000 $0.1490 8,375,000 09 Aug 2022 Class A Common Stock 8,375,000 Direct F6
transaction WISH Stock Option (right to buy) Award $8,330,000 +35,000,000 $0.2380 35,000,000 09 Aug 2022 Class A Common Stock 35,000,000 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Class A Common Stock that were acquired by the Reporting Person upon voluntary conversion of Class B Common Stock shares.
F2 All shares of Class B Common Stock automatically converted, on a one-for-one basis, into shares of Class A Common Stock on August 9, 2022, which was 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.
F3 The Reporting Person was issued restricted stock units ("RSUs") which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU.
F4 1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years, subject to the Reporting Person's continuous service with the Issuer through each vesting date. As a result of the Reporting Person's above-described voluntary conversion, on August 9, 2022, the number of outstanding shares of Class B Common Stock represented less than 5% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. As a result, pursuant to the Issuer's Restated Certificate of Incorporation, all remaining shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. Further, all RSUs for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the RSUs remain unchanged.
F5 The Reporting Person was issued RSUs which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU. 1/48th of the RSUs vest on a monthly basis beginning on October 23, 2018 for a period of 4 years, subject to the Reporting Person's continuous service with the Issuer through each vesting date. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all RSUs for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the RSUs remain unchanged.
F6 Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on December 17, 2013. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all stock options for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the stock options remain unchanged.
F7 Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on July 9, 2014. As described above, on August 9, 2022, pursuant to the Issuer's Restated Certificate of Incorporation, all shares of Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. As a result, all stock options for the purchase of shares of Class B Common Stock became exercisable for the same number of shares of Class A Common Stock. All other terms of the stock options remain unchanged.