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