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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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
ContextLogic Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
21077C 10 7
(CUSIP Number)
December 31, 2021
(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) | |
x | 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. 21077C 10 7 |
13G |
1. | Names
of Reporting Persons
|
2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
(a) ¨ | |
(b) x (1) | |
3. | SEC USE ONLY
|
4. | Citizenship or Place of Organization Delaware, United States of America
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
|
6. | Shared Voting Power 24,198,195 Class A common stock (2)
|
|
7. | Sole Dispositive Power
|
|
8. | Shared Dispositiv e Power 28,797,275 Class A common stock (2)
|
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 28,797,275 Class A common stock (2)
|
|
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
11. | Percent of Class Represented by Amount in Row 9 5.0% of Class A common stock (4.5% of Class A and B common stock) (3)
|
|
12. | Type of Reporting Person (see instructions) PN
|
(1) | This statement on Schedule 13G is filed by GGV Capital IV L.P., GGV Capital IV Entrepreneurs Fund L.P., GGV Capital Select L.P., GGV Capital IV L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | The shares are held directly by GGV Capital IV, L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to 4,599,080 shares of Class B Common Stock that are subject to an irrevocable proxy in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly. |
(3) | The percentage of common stock beneficially owned by each of the
Reporting Persons is based on a total of 643 million shares of common stock (being the sum of 577 million
shares of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding
as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage
of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million
shares of Class A common stock outstanding as set forth in the Form 10-Q. |
Page 2
CUSIP No. 21077C 10 7 |
13G |
1. | Names
of Reporting Persons
|
2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
(a) ¨ | |
(b) x (1) | |
3. | SEC USE ONLY
|
4. | Citizenship or Place of Organization Delaware, United States of America
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
|
6. | Shared Voting Power 513,057 Class A common stock (2)
|
|
7. | Sole Dispositive Power
|
|
8. | Shared Dispositive Power 610,577 Class A common stock (2)
|
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 610,577 Class A common stock (2)
|
|
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% of Class A common stock (0.1% of Class A and B common stock) (3)
|
|
12. | Type of Reporting Person (see instructions) PN
|
(1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | The shares are held directly by GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to 97,520 shares of Class B Common Stock that are subject to an irrevocable proxy in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly. |
(3) | The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares of Class A common stock outstanding as set forth in the Form 10-Q. |
Page 3
CUSIP No. 21077C 10 7 |
13G |
1. | Names
of Reporting Persons
|
2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
(a) ¨ | |
(b) x (1) | |
3. | SEC USE ONLY
|
4. | Citizenship or Place of Organization Delaware, United States of America
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
|
6. | Shared Voting Power 6,555,290 Class A common stock (2)
|
|
7. | Sole Dispositive Power
|
|
8. | Shared Dispositive Power 6,555,290 Class A common stock (2)
|
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,555,290 Class A common stock (2)
|
|
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
11. | Percent of Class Represented by Amount in Row 9 1.1% of Class A common stock (1.0% of Class A and B common stock) (3)
|
|
12. | Type of Reporting Person (see instructions) PN
|
(1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | The shares are held directly by GGV Capital Select L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly. |
(3) | The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares of Class A common stock outstanding as set forth in the Form 10-Q. |
Page 4
CUSIP No. 21077C 10 7 |
13G |
1. | Names
of Reporting Persons
|
2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
(a) ¨ | |
(b) x (1) | |
3. | SEC USE ONLY
|
4. | Citizenship or Place of Organization Delaware, United States of America
|
Number of Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
|
6. | Shared Voting Power 24,711,252 Class A common stock (2)
|
|
7. | Sole Dispositive Power
|
|
8. | Shared Dispositive Power 29,407,852 Class A common stock (2)
|
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 29,407,852 Class A common stock (2)
|
|
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
11. | Percent of Class Represented by Amount in Row 9 5.1% of Class A common stock (4.6% of Class A and B common stock) (3)
|
|
12. | Type of Reporting Person (see instructions) OO
|
(1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 28,797,275 Class A common stock held by GGV Capital IV L.P., and (ii) 610,577 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly. |
(3) | The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares of Class A common stock outstanding as set forth in the Form 10-Q. |
Page 5
CUSIP No. 21077C 10 7 |
13G |
1. | Names
of Reporting Persons
|
2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
(a) ¨ | |
(b) x (1) | |
3. | SEC USE ONLY
|
4. | Citizenship or Place of Organization Delaware, United States of America
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
|
6. | Shared Voting Power 6,555,290 Class A common stock (2)
|
|
7. | Sole Dispositive Power
|
|
8. | Shared Dispositive Power 6,555,290 Class A common stock (2)
|
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,555,290 Class A common stock (2)
|
|
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
11. | Percent of Class Represented by Amount in Row 9 1.1% of Class A common stock (1.0% of Class A and B common stock) (3)
|
|
12. | Type of Reporting Person (see instructions) OO
|
(1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | The shares are held directly by GGV Capital Select L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly. |
(3) | The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares of Class A common stock outstanding as set forth in the Form 10-Q. |
Page 6
CUSIP No. 21077C 10 7 |
13G |
1. | Names
of Reporting Persons
|
2. | Check the Appropriate Box if a Member of a Group (see instructions)
|
(a) ¨ | |
(b) x (1) | |
3. | SEC USE ONLY
|
4. | Citizenship or Place of Organization Singapore
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
|
6. | Shared Voting Power 31,266,542 Class A common stock (2)
|
|
7. | Sole Dispositive Power
|
|
8. | Shared Dispositive Power 35,963,142 Class A common stock (2)
|
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 35,963,142 Class A common stock (2)
|
|
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
11. | Percent of Class Represented by Amount in Row 9 6.2% of Class A common stock (5.6% of Class A and B common stock) (3)
|
|
12. | Type of Reporting Person (see instructions) IN
|
(1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Consists of (i) 28,797,275 Class A common stock held by GGV Capital IV L.P., (ii) 610,577 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290 Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly. |
(3) | The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares of Class A common stock outstanding as set forth in the Form 10-Q. |
Page 7
Names
of Reporting Persons Check the Appropriate Box if a Member
of a Group (see instructions) SEC
USE ONLY Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power Shared Voting Power 31,266,542 Class A common stock
(2) Sole Dispositive Power Shared Dispositive Power 35,963,142 Class A common stock
(2) Aggregate Amount Beneficially Owned
by Each Reporting Person 35,963,142 Class A common stock
(2) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) Percent of Class Represented by
Amount in Row 9 6.2% of Class A common stock
(5.6% of Class A and B common stock) (3) Type of Reporting Person (see instructions) IN Page 8 Names
of Reporting Persons Check the Appropriate Box if a Member
of a Group (see instructions) SEC
USE ONLY Citizenship or Place of Organization Singapore Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power Shared Voting Power 31,266,542 Class A common stock
(2) Sole Dispositive Power Shared Dispositive Power 35,963,142 Class A common stock
(2) Aggregate Amount Beneficially Owned
by Each Reporting Person 35,963,142 Class A common stock
(2) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) Percent of Class Represented by
Amount in Row 9 6.2% of Class A common stock
(5.6% of Class A and B common stock) (3) Type of Reporting Person (see instructions) IN Page 9 Names
of Reporting Persons Check the Appropriate Box if a Member
of a Group (see instructions) SEC
USE ONLY Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power Shared Voting Power 31,266,542 Class A common stock
(2) Sole Dispositive Power Shared Dispositive Power 35,963,142 Class A common stock
(2) Aggregate Amount Beneficially Owned
by Each Reporting Person 35,963,142 Class A common stock
(2) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) Percent of Class Represented by
Amount in Row 9 6.2% of Class A common stock
(5.6% of Class A and B common stock) (3) Type of Reporting Person (see instructions) IN Page 10 Names
of Reporting Persons Check the Appropriate Box if a Member
of a Group (see instructions) SEC
USE ONLY Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power Shared Voting Power 31,266,542 Class A common stock
(2) Sole Dispositive Power Shared Dispositive Power 35,963,142 Class A common stock
(2) Aggregate Amount Beneficially Owned
by Each Reporting Person 35,963,142 Class A common stock
(2) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) Percent of Class Represented by
Amount in Row 9 6.2% of Class A common stock
(5.6% of Class A and B common stock) (3) Type of Reporting Person (see instructions) IN Page 11 Introductory Note:
This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A Common Stock, par value $0.0001
per share ContextLogic Inc. (the “Issuer”). ContextLogic Inc. One Sansome Street,
40th Floor
San Francisco, California
94104 GGV Capital 3000 Sand
Hill Road, Suite 4-230 Menlo Park,
California 94025 United States
of America Class A
Common Stock, par value $0.0001 per share 21077C
10 7 Page 12 Not applicable. The
following information with respect to the ownership of Class A common stock of the Issuer by the Reporting Persons filing this statement
on Schedule 13G as of December 31, 2021: Shared Voting Power
(1) Page 13 If this
statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: ¨ Not
applicable. Not
applicable. Not
applicable. Not
applicable. Not
applicable. Page 14 SIGNATURES 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 14, 2022 Page 15 Exhibit(s): Page 16 AGREEMENT Pursuant to Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A common stock of
ContextLogic Inc. Dated: February 14, 2022 Page 17
CUSIP No. 21077C 10 713G
1.
Glenn Solomon
2.
(a) ¨
(b) x (1)
3.
4.
5.
6.
7.
8.
9.
10.
¨
11.
12.
(1) This statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 28,797,275 Class A common stock held by GGV Capital
IV L.P., (ii) 610,577 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290
Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner
of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses
power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B
Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer
of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the
Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung
are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to
an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in
favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned
by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect
b
eneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund
L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV
Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo,
Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of
GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital
Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own
no securities of the Issuer directly.
(3) The percentage of common stock beneficially owned by each of the Reporting
Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares
of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of
October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class
A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares
of Class A common stock outstanding as set forth in the Form 10-Q.
CUSIP No. 21077C 10 713G
1.
Jenny Hong Wei Lee
2.
(a) ¨
(b) x (1)
3.
4.
5.
6.
7.
8.
9.
10.
¨
11.
12.
<
/tr>
(1) This statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 28,797,275 Class A common stock held by GGV Capital
IV L.P., (ii) 610,577 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290
Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner
of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses
power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B
Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer
of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the
Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung
are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to
an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in
favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned
by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect
beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund
L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV
Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo,
Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of
GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital
Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own
no securities of the Issuer directly.
(3) The percentage of common stock beneficially owned by each of the Reporting
Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares
of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of
October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class
A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares
of Class A common stock outstanding as set forth in the Form 10-Q.
CUSIP No. 21077C 10 713G
1.
Jeffrey Gordon Richards
2.
(a) ¨
(b) x (1)
3.
4.
5.
6.
7.
8.
9.
10.
¨
11.
12.
(1) This statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 28,797,275 Class A common stock held by GGV Capital
IV L.P., (ii) 610,577 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290
Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner
of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses
power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B
Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer
of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the
Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung
are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to
an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in
favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned
by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect
beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund
L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV
Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo,
Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of
GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital
Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own
no securities of the Issuer directly.
(3) The percentage of common stock beneficially owned by each of the Reporting
Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares
of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of
October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class
A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares
of Class A common stock outstanding as set forth in the Form 10-Q.
CUSIP No. 21077C 10 713G
1.
Hans Tung
2.
(a) ¨
(b) x (1)
3.
4.
5.
6.
7.
8.
9.
10.
¨
11.
12.
(1) This statement on Schedule 13G is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 28,797,275 Class A common stock held by GGV Capital
IV L.P., (ii) 610,577 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290
Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner
of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses
power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of Class B
Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer
of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the
Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung
are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee,
Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to
an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in
favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned
by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect
beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund
L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV
Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo,
Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of
GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital
Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital
Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own
no securities of the Issuer directly.
(3) The percentage of common stock beneficially owned by each of the Reporting
Persons is based on a total of 643 million shares of common stock (being the sum of 577 million shares
of Class A common stock and 66 million shares of Class B common stock) of the Issuer outstanding as of
October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 (the “Form 10-Q”), filed on November 10, 2021. The percentage of Class
A ordinary shares beneficially owned by each of the Reporting Persons is based on 577 million shares
of Class A common stock outstanding as set forth in the Form 10-Q.
CUSIP No. 21077C 10 713G
Item 1(a). Name of Issuer:
Item 1(b). Address of Issuer’s
Principal Executive Officers:
Item 2(a). Name of Person(s) Filing:
GGV Capital IV L.P.
GGV Capital IV Entrepreneurs Fund L.P.
GGV Capital IV L.L.C.
GGV Capital Select L.P.
GGV Capital Select L.L.C.
Jixun Foo
Glenn Solomon
Jenny Hong Wei Lee
Jeffrey Gordon Richards
Hans Tung
Item 2(b). Address of Principal Business
Office:
Item 2(c). Citizenship or Place of
Organization:
Name
Citizenship or Place
of Organization
1.
GGV Capital IV L.P.
Delaware, United States of America
2.
GGV Capital IV Entrepreneurs Fund L.P.
Delaware, United States of America
3.
GGV Capital IV L.L.C.
Delaware, United States of America
4.
GGV Capital Select L.P.
Delaware, United States of America
5.
GGV Capital Select L.L.C.
Delaware, United States of America
6.
Jixun Foo
Singapore
7.
Glenn Solomon
United States of America
8.
Jenny Hong Wei Lee
Singapore
9.
Jeffrey Gordon Richards
United States of America
10.
Hans Tung
United States of America
Item 2(d). Title of Class of Securities:
Item 2(e). CUSIP Number:
CUSIP No. 21077C 10 713G
Item 3. If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Item 4(a). Amount Beneficially Owned:
Item 4(b). Percent of Class:
Item 4(c). Number of shares as to
which such persons have:
Reporting Persons
Shares
Held
Directly (1)
Shared
Dispositive
Power (1)
Beneficial
Ownership
(1)
Percentage
of Class A Ordinary Shares (3)
GGV Capital IV L.P.
28,797,275
24,198,195
28,797,275
28,797,275
5.0% of Class A common stock (4.5% of Class
A and B common stock)
GGV Capital IV Entrepreneurs Fund L.P.
610,577
513,057
610,577
610,577
0.1% of Class A common stock (0.1% of Class A and B
common stock)
GGV Capital Select L.P.
6,555,290
6,555,290
6,555,290
6,555,290
1.1% of Class A common stock (1.0% of Class A and B
common stock)
GGV Capital IV L.L.C. (2)
0
29,407,852
29,407,852
29,407,852
5.1% of Class A common stock (4.6% of Class A and B
common stock)
GGV Capital Select L.L.C. (2)
0
6,555,290
6,555,290
6,555,290
1.1% of Class A common stock (1.0% of Class A and B
common stock)
Jixun Foo (2)
0
31,266,542
35,963,142
35,963,142
6.2% of Class A common stock (5.6% of Class A and B
common stock)
Glenn Solomon (2)
0
31,266,542
35,963,142
35,963,142
6.2% of Class A common stock (5.6%
of Class A and B common stock)
Jenny Hong Wei Lee (2)
0
31,266,542
35,963,142
35,963,142
6.2% of Class A common stock (5.6%
of Class A and B common stock)
Jeffrey Gordon Richards (2)
0
31,266,542
35,963,142
35,963,142
6.2% of Class A common stock (5.6%
of Class A and B common stock)
Hans Tung (2)
0
31,266,542
35,963,142
35,963,142
6.2% of Class A common stock (5.6%
of Class A and B common stock)
(1) Represents the number of Class A common
stock and Class B common stock currently held by the Reporting Persons.
(2) GGV Capital IV L.L.C. serves as the General
Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C.
possesses power to direct the voting (other than with respect to an aggregate of 4,696,600 shares of
Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive
officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by
GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities
of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans
Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei
Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect
to an aggregate of 4,696,600 shares of Class B Common Stock that are subject to irrevocable proxies in
favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by
GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital
Select L.L.C. serves as the General Partner of GGV Capital Select
L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of
the shares owned by GGV Capital Select L.P. and may be deemed
to have indirect beneficial ownership of the shares held by GGV
Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun
Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors
of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards
and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV
Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held
by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny
Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3) The percentage of common stock beneficially
owned by each of the Reporting Persons is based on a total of 643 million shares of common stock (being
the sum of 577 million shares of Class A common stock and 66 million shares of Class B common stock)
of the Issuer outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2021 (the “Form 10-Q”), filed on November
10, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons
is based on 577 million shares of Class A common stock outstanding as set forth in the Form 10-Q.
CUSIP No. 21077C 10 713G
Item 5. Ownership
of Five Percent or Less of a Class:
Item 6. Ownership
of More Than Five Percent on Behalf of Another Person:
Item 7. Identification and Classification
of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
Item 8. Identification and Classification
of Members of the Group:
Item 9. Notice of Dissolution of
Group:
Item 10. Certification:
CUSIP No. 21077C 10 713G
GGV Capital
IV L.P.
GGV CAPITAL
IV ENTREPRENEURS FUND L.P.
BY: GGV
Capital IV L.L.C.
ITS: General
Partner
By:
/s/
Terence Jen
Terence Jen
Attorney-in-Fact
GGV Capital
IV L.L.C.
By:
/s/ Terence Jen
Terence Jen
Attorney-in-Fact
GGV CAPITAL SELECT L.P.
BY: GGV
Capital SELECT L.L.C.
ITS: General
Partner
By:
/s/ Terence Jen
Terence Jen
Attorney-in-Fact
GGV Capital
SELECT L.L.C.
By:
/s/ Terence Jen
Terence Jen
Attorney-in-Fact
/s/
Jixun Foo
Jixun Foo
/s/
Glenn Solomon
Glenn Solomon
/s/ Jeffrey Gordon Richards
Jeffrey Gordon Richards
/s/
Hans Tung
Hans Tung
/s/
Jenny Hong Wei Lee
Jenny Hong Wei Lee
CUSIP No. 21077C 10 713G
Exhibit 99.1:
Joint Filing Statement
GGV Capital
IV L.P.
GGV CAPITAL
IV ENTREPRENEURS FUND L.P.
BY: GGV
Capital IV L.L.C.
ITS: General
Partner
By:
/s/
Terence Jen
Terence Jen
Attorney-in-Fact
GGV Capital
IV L.L.C.
By:
/s/ Terence Jen
Terence Jen
Attorney-in-Fact
GGV CAPITAL SELECT L.P.
BY: GGV
Capital SELECT L.L.C.
ITS: General
Partner
By:
/s/ Terence Jen
Terence Jen
Attorney-in-Fact
GGV Capital
SELECT L.L.C.
By:
/s/ Terence Jen
Terence Jen
Attorney-in-Fact
/s/
Jixun Foo
Jixun Foo
/s/
Glenn Solomon
Glenn Solomon
/s/ Jeffrey Gordon Richards
Jeffrey Gordon Richards
/s/
Hans Tung
Hans Tung
/s/
Jenny Hong Wei Lee
Jenny Hong Wei Lee