Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange Act of 1934
Contextlogic, INC.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
21077C107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ý | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 21077C107 | Page 2 of 13 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund V, LP | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
46,739,070 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
46,739,070 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,739,070 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
9.8% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
| (1) | Consists of Class A common stock of the Issuer held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 8.0% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 3 of 13 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund V Entrepreneurs Fund, LP | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
661,510 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
661,510 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
661,510 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0.1% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
| (1) | Consists of Class A common stock of the Issuer held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchang e Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 0.1% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 4 of 13 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund V Principals Fund, LP | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
12,572,820 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
12,572,820 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,572,820 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
2.6% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
PN | ||
| (1) | Consists of Class A common stock of the Issuer held by the reporting person. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 2.1% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 5 of 13 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund V Management, LLC
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
59,973,400 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
59,973,400 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
59,973,400 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
12.5% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Consists of Class A common stock of the Issuer held by The Founders Fund V, LP, The Founders Fund V Entrepreneurs Fund, LP and The Founders Fund V Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 10.2 % of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 6 of 13 Pages |
| 1. |
Name of Reporting Persons
FF Wish VI, LLC
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
2,503,720 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
2,503,720 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,503,720 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0.5% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Consists of 1,801,180 shares of Class A common stock and 702,540 shares of Class A common stock issuable upon conversion of Class B common stock of the Issuer held by the reporting person. Each share of Class B common stock of the Issuer is convertible into one share of Class A common stock. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 0.3% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 7 of 13 Pages |
| 1. |
Name of Reporting Persons
The Founders Fund VI Management, LLC | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
2,503,720 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
2,503,720 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,503,720 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
0.5% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
OO | ||
| (1) | Consists of Class A common stock of the Issuer and Class A common stock issuable upon conversion of Class B common stock of the Issuer, in each case held by FF Wish VI, LLC. The reporting person is the managing member of this entity and may be deemed to beneficially own the shares held by such entity. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 0.3% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 8 of 13 Pages |
| 1. |
Name of Reporting Persons
Peter Thiel | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
Delaware | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
62,477,120 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
62,477,120 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
62,477,120 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
13.0% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
| (1) | Consists of Class A common stock of the Issuer that may be deemed to be beneficially owned by The Founders Fund V Management, LLC and The Founders Fund VI Management, LLC. The reporting person is a managing member of each of The Founders Fund V Management, LLC and The Founders Fund VI Management, LLC and shares voting and dispositive power over such shares. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 10.5% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 9 of 13 Pages |
| 1. |
Name of Reporting Persons
Brian Singerman
| ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý | ||
| 3. | SEC USE ONLY
| ||
| 4. |
Citizenship or Place of Organization
United States | ||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 | |
| 6. |
Shared Voting Power
62,477,120 (1) | ||
| 7. |
Sole Dispositive Power
0 | ||
| 8. |
Shared Dispositive Power
62,477,120 (1) | ||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
62,477,120 (1) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||
| 11. |
Percent of Class Represented by Amount in Row (9)
13.0% (2) | ||
| 12. |
Type of Reporting Person (See Instructions)
IN | ||
| (1) | Consists of Class A common stock of the Issuer that may be deemed to be beneficially owned by The Founders Fund V Management, LLC and The Founders Fund VI Management, LLC. The reporting person is a managing member of each of The Founders Fund V Management, LLC and The Founders Fund VI Management, LLC and shares voting and dispositive power over such shares. |
| (2) | This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 10.5% of the total common stock of the Issuer. |
| CUSIP No. 21077C107 | Page 10 of 13 Pages |
| Item 1(a) | Name of Issuer |
ContextLogic, Inc.
| Item 1(b) | Address of Issuer's Principal Executive Offices |
One Sansome Street, 40th Floor
San Francisco, California 94104
| Item 2(a) | Name of Person Filing |
This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| 1. | The Founders Fund V, LP |
| 2. | The Founders Fund V Entrepreneurs Fund, LP |
| 3. | The Founders Fund V Principals Fund, LP |
| 4. | The Founders Fund V Management, LLC |
| 5. | FF Wish VI, LLC |
| 6. | The Founders Fund VI Management, LLC |
| 7. | Peter Thiel |
| 8. | Brian Singerman |
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
The address of each of the Reporting Persons is:
| c/o | The Founders Fund |
One Letterman Drive Building D, Suite 500
San Francisco, California 94129
| Item 2(c) | Citizenship |
| 1. | The Founders Fund V, LP is organized in Delaware |
| 2. | The Founders Fund V Entrepreneurs Fund, LP is organized in Delaware |
| 3. | The Founders Fund V Principals Fund, LP is organized in Delaware |
| 4. | The Founders Fund V Management, LLC is organized in Delaware |
| 5. | FF Wish VI, LLC is organized in Delaware |
| 6. | The Founders Fund VI Management, LLC is organized in Delaware |
| 7. | Peter Thiel is a United States citizen |
| 8. | Brian Singerman is a United States citizen |
| Item 2(d) | Title of Class of Securities |
Class A common stock, $0.0001 par value per share
| Item 2(e) | CUSIP Number |
21077C107
Item 3
Not applicable.
| Item 4 | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1
(a) Amount beneficially owned: See Row 9 of pages 2-9
(b) Percent of class: See Row 11 of pages 2-9
| CUSIP No. 21077C107 | Page 11 of 13 Pages |
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-9
(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-9
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-9
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-9
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
Not applicable.
| CUSIP No. 21077C107 | Page 12 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
| The Founders Fund V, LP | ||
| The Founders Fund V Entrepreneurs Fund, LP | ||
| The Founders Fund V Principals Fund, LP | ||
| By: | The Founders Fund V Management, LLC | |
| Their: | General Partner | |
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| The Founders Fund V Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| FF Wish VI, LLC | ||
| By: | The Founders Fund VI Management, LLC | |
| Their: | General Partner | |
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| The Founders Fund VI Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| /s/ Peter Thiel | ||
| Peter Thiel | ||
| /s/ Brian Singerman | ||
| Brian Singerman | ||
EXHIBITS
| A: | Joint Filing Agreement |
| CUSIP No. 21077C107 | Page 13 of 13 Pages |
EXHIBIT A: JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of ContextLogic, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 16th day of February, 2021.
| The Founders Fund V, LP | ||
| The Founders Fund V Entrepreneurs Fund, LP | ||
| The Founders Fund V Principals Fund, LP | ||
| By: | The Founders Fund V Management, LLC | |
| Their: | General Partner | |
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| The Founders Fund V Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| FF Wish VI, LLC | ||
| By: | The Founders Fund VI Management, LLC | |
| Their: | General Partner | |
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| The Founders Fund VI Management, LLC | ||
| By: | /s/ Peter Thiel | |
| Name: | Peter Thiel | |
| Title: | Managing Member | |
| /s/ Peter Thiel | ||
| Peter Thiel | ||
| /s/ Brian Singerman | ||
| Brian Singerman | ||