0001209191-20-063587.txt : 20201215
0001209191-20-063587.hdr.sgml : 20201215
20201215180224
ACCESSION NUMBER: 0001209191-20-063587
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: F8 StarLight SPV, L.P.
CENTRAL INDEX KEY: 0001622187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390682
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390683
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390684
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
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39775
FILM NUMBER: 201390685
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
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
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
Series A Preferred Stock
Class A Common Stock
22248650
I
See Footnote
Series B Preferred Stock
Class A Common Stock
15053440
I
See Footnote
Series C Preferred Stock
Class A Common Stock
8559310
I
See Footnote
Series D Preferred Stock
Class A Common Stock
599940
I
See Footnote
Series E Preferred Stock
Class A Common Stock
40480
I
See Footnote
Series F Preferred Stock
Class A Common Stock
39280
I
See Footnote
Series D Preferred Stock
Class A Common Stock
5399550
I
See Footnote
Series E Preferred Stock
Class A Common Stock
1579080
I
See Footnote
Series B Preferred Warrant
0.0001
2016-08-01
Class A Common Stock
9866400
I
See Footnote
Class B Common Stock
0.00
Class A Common Stock
5800630
I
See Footnote
The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F 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.
The shares are held of record directly by Formation8 Partners Fund I, L.P. ("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 pecuniary interests therein.
The shares are held of record directly by F8 Starlight SPV, L.P. ("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 pecuniary interests therein.
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 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 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 pecuniary interests therein.
This Warrant shall only be exercisable one day prior to the earliest to occur of (a) the consummation of the Issuer's sale of its common stock or other securities in the Issuer's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"), and (b) the consummation of a Liquidation Event, as such term is defined in the Issuer's Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware. Notwithstanding the above, if the holder has not exercised this Warrant prior to the Initial Public Offering, this Warrant shall automatically be deemed to be exercised in full on a net basis.
The shares underlying this warrant are held of record directly by F8 LP. 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 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 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.
/s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC
2020-12-15
/s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of F8 Starlight SPV, L.P.
2020-12-15
/s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of F8 Starlight II SPV, L.P.
2020-12-15
/s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of Formation8 Partners Fund I, L.P.
2020-12-15