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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
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, 2022
(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 GGV Capital IV L.P. | |
| 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 20,038,408 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 20,038,408 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 20,038,408 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 3.0% of Class A 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 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 2
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons GGV Capital IV Entrepreneurs Fund L.P. | |
| 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 424,859 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 424,859 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 424,859 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 (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 Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 3
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons GGV Capital Select L.P. | |
| 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 5,244,232 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 5,244,232 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,244,232 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 0.8% of Class A 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 4
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons GGV Capital IV L.L.C. | |
| 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 20,463,267 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 20,463,267 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 20,463,267 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 3.0% of Class A 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) 20,038,408 Class A common stock held by GGV Capital IV L.P., and (ii) 424,859 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 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 5
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons GGV Capital Select L.L.C. | |
| 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 5,244,232 Class A common stock (2) | |
| 7. | Sole
Dispositive Power | |
| 8. | Shared Dispositive Power 5,244,232 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,244,232 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 0.8% of Class A 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 6
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons Jixun Foo | |
| 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 25,707,499 Class A common stock (2) | |
| 7. | Sole
Dispositive Power | |
| 8. | Shared Dispositive Power 25,707,499 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 25,707,499 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 3.8% of Class A 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) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 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 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. 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 7
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons Glenn Solomon | |
| 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 United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole
Voting Power |
| 6. | Shared Voting Power 25,707,499 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 25,707,499 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 25,707,499 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 3.8% of Class A 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) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 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 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. 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 8
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons Jenny Hong Wei Lee | |
| 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 25,707,499 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 25,707,499 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 25,707,499 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 3.8% of Class A 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) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 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 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. 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 9
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons Jeffrey Gordon Richards | |
| 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 United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole
Voting Power |
| 6. | Shared Voting Power 25,707,499 Class A common stock (2) | |
| 7. | Sole Dispositive Power | |
| 8. | Shared Dispositive Power 25,707,499 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 25,707,499 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 3.8% of Class A 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) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 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 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. 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 Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 10
| CUSIP No. 21077C 10 7 | 13G |
| 1. | Names
of Reporting Persons Hans Tung | |
| 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 United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole
Voting Power 24,720 Class A common stock |
| 6. | Shared Voting Power 25,707,499 Class A common stock (2) | |
| 7. | Sole
Dispositive Power 24,720 Class A common stock | |
| 8. | Shared Dispositive Power 25,707,499 Class A common stock (2) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 25,732,219 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 3.8% of Class A 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) | Includes of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 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 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. 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 and Jeffrey Gordon Richards own no securities of the Issuer directly. |
| (3) | The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 11
| CUSIP No. 21077C 10 7 | 13G |
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”).
| Item 1(a). | Name of Issuer: |
ContextLogic Inc.
| Item 1(b). | Address of Issuer 19;s Principal Executive Officers: |
One Sansome Street, 40th Floor
San Francisco, California 94104
| 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: |
GGV Capital
3000 Sand Hill Road, Suite 4-230
Menlo Park, California 94025
United States of America
| 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: |
Class A Common Stock, par value $0.0001 per share
| Item 2(e). | CUSIP Number: 21077C 10 7 |
Page 12
| CUSIP No. 21077C 10 7 | 13G |
| 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: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
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, 2022:
| Reporting Persons | Shares
Held Directly | Shared Voting Power | Shared
Dispositive Power | Beneficial
Ownership | Percentage of Class A Common Stock (2) | |||||||||||||||
| GGV Capital IV L.P. | 20,038,408 | 20,038,408 | 20,038,408 | 20,038,408 | 3.0 | % | ||||||||||||||
| GGV Capital IV Entrepreneurs Fund L.P. | 424,859 | 424,859 | 424,859 | 424,859 | 0.1 | % | ||||||||||||||
| GGV Capital Select L.P. | 5,244,232 | 5,244,232 | 5,244,232 | 5,244,232 | 0.8 | % | ||||||||||||||
| GGV Capital IV L.L.C. (1) | 0 | 20,463,267 | 20,463,267 | 20,463,267 | 3.0 | % | ||||||||||||||
| GGV Capital Select L.L.C. (1) | 0 | 5,244,232 | 5,244,232 | 5,244,232 | 0.8 | % | ||||||||||||||
| Jixun Foo (1) | 0 | 25,707,499 | 25,707,499 | 25,707,499 | 3.8 | % | ||||||||||||||
| Glenn Solomon (1) | 0 | 25,707,499 | 25,707,499 | 25,707,499 | 3.8 | % | ||||||||||||||
| Jenny Hong Wei Lee (1) | 0 | 25,707,499 | 25,707,499 | 25,707,499 | 3.8 | % | ||||||||||||||
| Jeffrey Gordon Richards (1) | 0 | 25,707,499 | 25,707,499 | 25,707,499 | 3.8 | % | ||||||||||||||
| Hans Tung (1) | 24,720 | 25,707,499 | 25,707,499 | 25,732,219 | 3.8 | % | ||||||||||||||
| (1) | 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 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. 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 and Jeffrey Gordon Richards own no securities of the Issuer directly. |
| (2) | The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022. |
Page 13
| CUSIP No. 21077C 10 7 | 13G |
| 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 Persons have 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: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
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, 2023
| 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 | ||
Page 15