4//SEC Filing
Formation8 Partners Fund I, L.P. 4
Accession 0001209191-20-064423
CIK 0001822250other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 4:25 PM ET
Size
51.3 KB
Accession
0001209191-20-064423
Insider Transaction Report
Form 4
F8 StarLight II SPV, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-12-18+39,280→ 46,541,100 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+5,399,550→ 5,399,550 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+1,579,080→ 1,579,080 total(indirect: See Footnote) - Conversion
Series D Preferred Stock
2020-12-18−5,399,550→ 0 total(indirect: See Footnote)→ Class A Common Stock (5,399,550 underlying) - Conversion
Series E Preferred Stock
2020-12-18−1,579,080→ 0 total(indirect: See Footnote)→ Class A Common Stock (1,579,080 underlying) - Exercise of In-Money
Series B Preferred Warrant
2020-12-18−9,866,400→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (9,866,400 underlying) - Conversion
Class A Common Stock
2020-12-18+15,053,440→ 37,302,090 total(indirect: See Footnote) - Conversion
Series C Preferred Stock
2020-12-18−8,559,310→ 0 total(indirect: See Footnote)→ Class A Common Stock (8,559,310 underlying) - Conversion
Series E Preferred Stock
2020-12-18−40,480→ 0 total(indirect: See Footnote)→ Class A Common Stock (40,480 underlying) - Conversion
Series F Preferred Stock
2020-12-18−39,280→ 0 total(indirect: See Footnote)→ Class A Common Stock (39,280 underlying) - Conversion
Class A Common Stock
2020-12-18+22,248,650→ 22,248,650 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+599,940→ 46,461,340 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+40,480→ 46,501,820 total(indirect: See Footnote) - Exercise of In-Money
Class A Common Stock
2020-12-18$0.00/sh+9,866,400$987→ 56,407,500 total(indirect: See Footnote) - Sale
Class A Common Stock
2020-12-18$24.00/sh−4$96→ 56,407,496 total(indirect: See Footnote) - Conversion
Series A Preferred Stock
2020-12-18−22,248,650→ 0 total(indirect: See Footnote)→ Class A Common Stock (22,248,650 underlying) - Conversion
Series B Preferred Stock
2020-12-18−15,053,440→ 0 total(indirect: See Footnote)→ Class A Common Stock (15,053,440 underlying) - Conversion
Class A Common Stock
2020-12-18+8,559,310→ 45,861,400 total(indirect: See Footnote) - Conversion
Series D Preferred Stock
2020-12-18−599,940→ 0 total(indirect: See Footnote)→ Class A Common Stock (599,940 underlying)
Formation8 Partners Fund I, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-12-18+22,248,650→ 22,248,650 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+8,559,310→ 45,861,400 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+39,280→ 46,541,100 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+15,053,440→ 37,302,090 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+599,940→ 46,461,340 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+40,480→ 46,501,820 total(indirect: See Footnote) - Exercise of In-Money
Class A Common Stock
2020-12-18$0.00/sh+9,866,400$987→ 56,407,500 total(indirect: See Footnote) - Sale
Class A Common Stock
2020-12-18$24.00/sh−4$96→ 56,407,496 total(indirect: See Footnote) - Conversion
Series B Preferred Stock
2020-12-18−15,053,440→ 0 total(indirect: See Footnote)→ Class A Common Stock (15,053,440 underlying) - Conversion
Series C Preferred Stock
2020-12-18−8,559,310→ 0 total(indirect: See Footnote)→ Class A Common Stock (8,559,310 underlying) - Conversion
Series E Preferred Stock
2020-12-18−40,480→ 0 total(indirect: See Footnote)→ Class A Common Stock (40,480 underlying) - Conversion
Series F Preferred Stock
2020-12-18−39,280→ 0 total(indirect: See Footnote)→ Class A Common Stock (39,280 underlying) - Conversion
Class A Common Stock
2020-12-18+5,399,550→ 5,399,550 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+1,579,080→ 1,579,080 total(indirect: See Footnote) - Conversion
Series A Preferred Stock
2020-12-18−22,248,650→ 0 total(indirect: See Footnote)→ Class A Common Stock (22,248,650 underlying) - Conversion
Series D Preferred Stock
2020-12-18−599,940→ 0 total(indirect: See Footnote)→ Class A Common Stock (599,940 underlying) - Conversion
Series D Preferred Stock
2020-12-18−5,399,550→ 0 total(indirect: See Footnote)→ Class A Common Stock (5,399,550 underlying) - Conversion
Series E Preferred Stock
2020-12-18−1,579,080→ 0 total(indirect: See Footnote)→ Class A Common Stock (1,579,080 underlying) - Exercise of In-Money
Series B Preferred Warrant
2020-12-18−9,866,400→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (9,866,400 underlying)
F8 StarLight SPV, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-12-18+22,248,650→ 22,248,650 total(indirect: See Footnote) - Conversion
Series B Preferred Stock
2020-12-18−15,053,440→ 0 total(indirect: See Footnote)→ Class A Common Stock (15,053,440 underlying) - Conversion
Series D Preferred Stock
2020-12-18−599,940→ 0 total(indirect: See Footnote)→ Class A Common Stock (599,940 underlying) - Conversion
Class A Common Stock
2020-12-18+15,053,440→ 37,302,090 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+8,559,310→ 45,861,400 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+40,480→ 46,501,820 total(indirect: See Footnote) - Sale
Class A Common Stock
2020-12-18$24.00/sh−4$96→ 56,407,496 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+5,399,550→ 5,399,550 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+1,579,080→ 1,579,080 total(indirect: See Footnote) - Conversion
Series A Preferred Stock
2020-12-18−22,248,650→ 0 total(indirect: See Footnote)→ Class A Common Stock (22,248,650 underlying) - Conversion
Series C Preferred Stock
2020-12-18−8,559,310→ 0 total(indirect: See Footnote)→ Class A Common Stock (8,559,310 underlying) - Conversion
Series F Preferred Stock
2020-12-18−39,280→ 0 total(indirect: See Footnote)→ Class A Common Stock (39,280 underlying) - Exercise of In-Money
Series B Preferred Warrant
2020-12-18−9,866,400→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (9,866,400 underlying) - Conversion
Class A Common Stock
2020-12-18+599,940→ 46,461,340 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+39,280→ 46,541,100 total(indirect: See Footnote) - Exercise of In-Money
Class A Common Stock
2020-12-18$0.00/sh+9,866,400$987→ 56,407,500 total(indirect: See Footnote) - Conversion
Series E Preferred Stock
2020-12-18−40,480→ 0 total(indirect: See Footnote)→ Class A Common Stock (40,480 underlying) - Conversion
Series D Preferred Stock
2020-12-18−5,399,550→ 0 total(indirect: See Footnote)→ Class A Common Stock (5,399,550 underlying) - Conversion
Series E Preferred Stock
2020-12-18−1,579,080→ 0 total(indirect: See Footnote)→ Class A Common Stock (1,579,080 underlying)
Formation8 GP, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-12-18+8,559,310→ 45,861,400 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+40,480→ 46,501,820 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+39,280→ 46,541,100 total(indirect: See Footnote) - Exercise of In-Money
Class A Common Stock
2020-12-18$0.00/sh+9,866,400$987→ 56,407,500 total(indirect: See Footnote) - Sale
Class A Common Stock
2020-12-18$24.00/sh−4$96→ 56,407,496 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+5,399,550→ 5,399,550 total(indirect: See Footnote) - Conversion
Series B Preferred Stock
2020-12-18−15,053,440→ 0 total(indirect: See Footnote)→ Class A Common Stock (15,053,440 underlying) - Conversion
Series E Preferred Stock
2020-12-18−40,480→ 0 total(indirect: See Footnote)→ Class A Common Stock (40,480 underlying) - Conversion
Series D Preferred Stock
2020-12-18−5,399,550→ 0 total(indirect: See Footnote)→ Class A Common Stock (5,399,550 underlying) - Conversion
Class A Common Stock
2020-12-18+22,248,650→ 22,248,650 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+599,940→ 46,461,340 total(indirect: See Footnote) - Conversion
Class A Common Stock
2020-12-18+1,579,080→ 1,579,080 total(indirect: See Footnote) - Conversion
Series D Preferred Stock
2020-12-18−599,940→ 0 total(indirect: See Footnote)→ Class A Common Stock (599,940 underlying) - Conversion
Series F Preferred Stock
2020-12-18−39,280→ 0 total(indirect: See Footnote)→ Class A Common Stock (39,280 underlying) - Conversion
Class A Common Stock
2020-12-18+15,053,440→ 37,302,090 total(indirect: See Footnote) - Conversion
Series A Preferred Stock
2020-12-18−22,248,650→ 0 total(indirect: See Footnote)→ Class A Common Stock (22,248,650 underlying) - Conversion
Series C Preferred Stock
2020-12-18−8,559,310→ 0 total(indirect: See Footnote)→ Class A Common Stock (8,559,310 underlying) - Conversion
Series E Preferred Stock
2020-12-18−1,579,080→ 0 total(indirect: See Footnote)→ Class A Common Stock (1,579,080 underlying) - Exercise of In-Money
Series B Preferred Warrant
2020-12-18−9,866,400→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (9,866,400 underlying)
Footnotes (6)
- [F1]Immediately prior to the closing of the Issuer's initial public offering, each share of 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") automatically converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.
- [F2]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.
- [F3]Immediately upon the closing the Issuer's initial public offering, the Class B Warrant dated August 1, 2016 was automatically deemed to have been exercised in full on a net basis and was converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. In connection with the automatic net exercise of the warrant, the Issuer withheld 4 of the warrant shares to pay the exercise price and issued the remaining warrant shares to F8 LP.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
ContextLogic Inc.
CIK 0001822250
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001543731
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 4:25 PM ET
- Size
- 51.3 KB