0001209191-22-029832.txt : 20220517 0001209191-22-029832.hdr.sgml : 20220517 20220517181514 ACCESSION NUMBER: 0001209191-22-029832 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220515 FILED AS OF DATE: 20220517 DATE AS OF CHANGE: 20220517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liu Pai CENTRAL INDEX KEY: 0001831941 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39775 FILM NUMBER: 22936320 MAIL ADDRESS: STREET 1: ONE SANSOME STREET 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 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 33RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-432-7323 MAIL ADDRESS: STREET 1: ONE SANSOME STREET 33RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-15 0 0001822250 ContextLogic Inc. WISH 0001831941 Liu Pai ONE SANSOME STREET, 33RD FLOOR SAN FRANCISCO CA 94104 0 1 0 0 Chief Data Officer Class A Common Stock 2022-05-15 4 C 0 4907 0.00 A 11475 D Class A Common Stock 2022-05-15 4 M 0 17198 0.00 A 28673 D Class A Common Stock 2022-05-15 4 M 0 145264 0.00 A 173937 D Class A Common Stock 2022-05-15 4 M 0 126262 0.00 A 300199 D Class A Common Stock 2022-05-15 4 F 0 114910 1.54 D 185289 D Restricted Stock Unit 0.00 2022-05-15 4 M 0 2450 0.00 D 2026-11-22 Class B Common Stock 2450 41780 D Class B Common Stock 2022-05-15 4 M 0 2450 0.00 A Class A Common Stock 2450 2450 D Restricted Stock Unit 0.00 2022-05-15 4 M 0 2457 0.00 D 2027-09-09 Class B Common Stock 2457 68810 D Class B Common Stock 2022-05-15 4 M 0 2457 0.00 A Class A Common Stock 2457 4907 D Class B Common Stock 2022-05-15 4 C 0 4907 0.00 D Class A Common Stock 4907 0 D Restricted Stock Unit 0.00 2022-05-15 4 M 0 17198 0.00 D Class A Common Stock 17198 206368 D Restricted Stock Unit 0.00 2022-05-15 4 M 0 145264 0.00 D Class A Common Stock 145264 145265 D Restricted Stock Unit 0.00 2022-05-15 4 M 0 126262 0.00 D Class A Common Stock 126262 1262626 D Represents the conversion of Class B Common Stock, issued upon settlement of vested Restricted Stock Units ("RSUs"), into Class A Common Stock held of record by the Reporting Person. Represents the number of shares held by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs. This reported transaction represents the settlement of RSUs vested as of May 15, 2022. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued service, 25% of the RSUs vested on September 23, 2020, and an additional 1/36th of the RSUs vest monthly thereafter for a period of 3 years. 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 board of directors, after the death or permanent incapacity of the issuer's founder, CEO, and Chairperson. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except certain permitted transfers. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued service, 1/48th of the RSUs vest monthly beginning on October 1, 2020 for a period of 4 years. Subject to the reporting person's continuous service, 6.25% of the RSUs will vest on a quarterly basis beginning on August 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the reporting person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion. Subject to the Reporting Person's continuous service, 25% of the RSUs will vest on a quarterly basis beginning on November 15, 2021 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the Reporting Person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion). Subject to the Reporting Person's continuous service, 1/12th of the RSUs will vest on a quarterly basis beginning on May 15, 2022 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the Reporting Person and the Company have agreed in writing to a later settlement date pursuant to the procedures of the Company may prescribe at its discretion). Exhibit 24 - Power of Attorney /s/ Marianne Lewis, Attorney-in-Fact 2022-05-17 EX-24 2 attachment1.htm EX-24 DOCUMENT

ContextLogic Inc. - Power of Attorney

KNOW ALL BY THESE PRESENTS, the undersigned hereby constitutes and appoints each
of Vivian Liu, Devang Shah, Joanna Forster, and Marianne Lewis, signing singly,
and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned a Form ID Application, if
required, and submit the same to the United States Securities and Exchange
Commission;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of ContextLogic Inc. (d/b/a "Wish") (the
"Company") or as a holder of 10% or more of the Company's securities, Forms 3, 4
and 5, and any amendments thereto, in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules thereunder and, if
necessary, such forms or similar reports required by state or foreign regulators
in jurisdictions in which the Company operates;

(3) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
similar form or report required by state or foreign regulators, and any
amendments thereto, and file such form or report with the United States
Securities and Exchange Commission and any stock exchange or similar authority
or appropriate state or foreign regulator; and

(4) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required to be done by the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder. This Power of Attorney may be filed with the SEC as a
confirming statement of the authority granted herein.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Date: May 16, 2022
By: /s/ Pai Liu
Name: Pai Liu