0000899243-21-033550.txt : 20210818 0000899243-21-033550.hdr.sgml : 20210818 20210818190432 ACCESSION NUMBER: 0000899243-21-033550 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210816 FILED AS OF DATE: 20210818 DATE AS OF CHANGE: 20210818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Formation8 Partners Fund I, L.P. CENTRAL INDEX KEY: 0001543731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 211187891 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 510-825-0367 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE, SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F8 StarLight SPV, L.P. CENTRAL INDEX KEY: 0001622187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 211187893 BUSINESS ADDRESS: STREET 1: 501 SECOND ST., STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-366-8393 MAIL ADDRESS: STREET 1: 501 SECOND ST., STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Formation8 GP, LLC CENTRAL INDEX KEY: 0001835718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 211187894 BUSINESS ADDRESS: STREET 1: PIER 5, SUITE 101 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-366-8393 MAIL ADDRESS: STREET 1: PIER 5, SUITE 101 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F8 StarLight II SPV, L.P. CENTRAL INDEX KEY: 0001632615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 211187892 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (415) 366-8393 MAIL ADDRESS: STREET 1: 501 SECOND STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 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: 1231 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-16 0 0001822250 ContextLogic Inc. WISH 0001835718 Formation8 GP, LLC 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 0001622187 F8 StarLight SPV, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 0001632615 F8 StarLight II SPV, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 0001543731 Formation8 Partners Fund I, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS CA 94022 0 0 1 0 Class A Common Stock 2021-08-16 4 C 0 1160126 0.00 A 57567622 I See Footnote Class A Common Stock 2021-08-16 4 J 0 12441625 0.00 D 45125997 I See Footnote Class A Common Stock 2021-08-16 4 J 0 248833 0.00 A 248833 D Class A Common Stock 2021-08-16 4 J 0 248833 0.00 D 0 D Class A Common Stock 2021-08-16 4 J 0 5399550 0.00 D 0 I See Footnote Class A Common Stock 2021-08-16 4 J 0 774968 0.00 A 774968 D Class A Common Stock 1579080 I See Footnote Class B Common Stock 2021-08-16 4 C 0 1160126 0.00 D Class A Common Stock 1160126 4640504 I See Footnote Represents the number of shares of Class A Common Stock that were acquired by Formation8 Partners Fund I, L.P. ("F8 LP") upon the conversion of Class B Common Stock shares for the purposes of effecting a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to is partners. The shares held directly by F8 LP. Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 LP. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 LP and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners. Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 LP. The shares are held of record directly by F8 GP. James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 GP. Each of the F8 GP managing members disclaims beneficial ownership of the securities held by F8 GP and this report shall not be deemed an admission that any of the managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 GP to members. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 Starlight SPV, L.P. ("F8 Starlight") to its partners. The shares are held directly by F8 Starlight. F8 GP is the general partner of F8 Starlight. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 Starlight. The shares are held of record directly by F8 Starlight II SPV, L.P. ("F8 Starlight II"). F8 GP is the general partner of F8 Starlight II. James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight II. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight II and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests 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 offerings, (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. /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC 2021-08-18 /s/ Joe Lonsdale, as a Managing Member of Formation 8 GP, LLC, the General Partner of F8 Starlight SPV, L.P. 2021-08-18 /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of Formation8 Partners Fund I, L.P. 2021-08-18 /s/ Joe Lonsdale, as a Managing Member of Formation 8 GP, LLC, the General Partner of F8 Starlight SPV II, L.P. 2021-08-18