0001209191-20-063598.txt : 20201215
0001209191-20-063598.hdr.sgml : 20201215
20201215183858
ACCESSION NUMBER: 0001209191-20-063598
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201215
FILED AS OF DATE: 20201215
DATE AS OF CHANGE: 20201215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Founders Fund V Management, LLC
CENTRAL INDEX KEY: 0001697733
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390765
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 5TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 4152305800
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 5TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Founders Fund V Entrepreneurs Fund, LP
CENTRAL INDEX KEY: 0001813981
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390766
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: (415) 230-5800
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Founders Fund V Principals Fund, LP
CENTRAL INDEX KEY: 0001601424
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390767
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE BUILDING D SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-230-5800
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE BUILDING D SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Founders Fund V, LP
CENTRAL INDEX KEY: 0001601419
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390768
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE BUILDING D SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-230-5800
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE BUILDING D SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: THIEL PETER
CENTRAL INDEX KEY: 0001211060
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390769
BUSINESS ADDRESS:
STREET 1: 9200 SUNSET BOULEVARD
STREET 2: SUITE 1110
CITY: WEST HOLLYWOOD
STATE: CA
ZIP: 90069
BUSINESS PHONE: 323-990-2000
MAIL ADDRESS:
STREET 1: 9200 SUNSET BOULEVARD
STREET 2: SUITE 1110
CITY: WEST HOLLYWOOD
STATE: CA
ZIP: 90069
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Singerman Brian Aaron
CENTRAL INDEX KEY: 0001835462
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390770
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 5TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ContextLogic Inc.
CENTRAL INDEX KEY: 0001822250
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
IRS NUMBER: 272930953
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0610
BUSINESS ADDRESS:
STREET 1: ONE SANSOME STREET 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-432-7323
MAIL ADDRESS:
STREET 1: ONE SANSOME STREET 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2020-12-15
0
0001822250
ContextLogic Inc.
WISH
0001697733
Founders Fund V Management, LLC
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO
CA
0
0
1
0
0001813981
Founders Fund V Entrepreneurs Fund, LP
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO
CA
94129
0
0
1
0
0001601424
Founders Fund V Principals Fund, LP
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO
CA
94129
0
0
1
0
0001601419
Founders Fund V, LP
ONE LETTERMAN DRIVE, BUILDING D
5TH FLOOR
SAN FRANCISCO
CA
94129
0
0
1
0
0001211060
THIEL PETER
C/O THE FOUNDERS FUND
ONE LETTERMAN DRIVE, BUILDING D, 5TH FL.
SAN FRANCISCO
CA
94129
0
0
1
0
0001835462
Singerman Brian Aaron
C/O THE FOUNDERS FUND
ONE LETTERMAN DRIVE, BUILDING D, 5TH FL.
SAN FRANCISCO
CA
94129
0
0
1
0
Series A Preferred Stock
Class A Common Stock
801180
I
By Fund
Series C Preferred Stock
Class A Common Stock
1000000
I
By Fund
Series C Preferred Stock
Class A Common Stock
526320
I
By Fund
Series C Preferred Stock
Class A Common Stock
10003380
I
By Fund
Series C Preferred Stock
Class A Common Stock
37187220
I
By Fund
Series D Preferred Stock
Class A Common Stock
44040
I
By Fund
Series D Preferred Stock
Class A Common Stock
837090
I
By Fund
Series D Preferred Stock
Class A Common Stock
3111860
I
By Fund
Series E Preferred Stock
Class A Common Stock
78550
I
By Fund
Series E Preferred Stock
Class A Common Stock
1492890
I
By Fund
Series E Preferred Stock
Class A Common Stock
5549780
I
By Fund
Series F Preferred Stock
Class A Common Stock
8500
I
By Fund
Series F Preferred Stock
Class A Common Stock
161550
I
By Fund
Series F Preferred Stock
Class A Common Stock
600560
I
By Fund
Series G Preferred Stock
Class A Common Stock
4100
I
By Fund
Series G Preferred Stock
Class A Common Stock
77910
I
By Fund
Series G Preferred Stock
Class A Common Stock
289650
I
By Fund
Class B Common Stock
Class A Common Stock
702540
I
By Fund
The Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), on a one-for-one basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date.
Shares held by FF Wish VI, LLC ("FF-Wish"). The Founders Fund VI Management, LLC ("FF-VIM") is the managing member of FF-Wish and may be deemed to beneficially own the shares held by FF-Wish. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-Wish and, accordingly, may be deemed to beneficially own the shares held by FF-Wish. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.
Shares held by The Founders Fund V Entrepreneurs Fund, LP ("FF-VE"). The Founders Fund V Management, LLC ("FF-VM") is the general partner of FF-VE and may be deemed to beneficially own the shares held by FF-VE. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VE and, accordingly, may be deemed to beneficially own the shares held by FF-VE. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
Shares held by The Founders Fund V Principals Fund, LP ("FF-VP"). FF-VM is the general partner of FF-VP and may be deemed to beneficially own the shares held by FF-VP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VP and, accordingly, may be deemed to beneficially own the shares held by FF-VP. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
Shares held by The Founders Fund V, LP ("FF-V"). FF-VM is the general partner of FF-V and may be deemed to beneficially own the shares held by FF-V. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-V and, accordingly, may be deemed to beneficially own the shares held by FF-V. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.
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 Issuer's board of directors, after the death or permanent incapacity of the Issuer's founder, CEO, and Chairperson.
The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.
The Founders Fund Management V LLC, By /s/ Peter Thiel, Managing Member
2020-12-15
The Founders Fund V Entrepreneurs Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member
2020-12-15
The Founders Fund V Principals Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member
2020-12-15
The Founders Fund V, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member
2020-12-15
/s/ Peter Thiel
2020-12-15
/s/ Brian A. Singerman
2020-12-15