Tung Hans's Form 4/A amendment
AmendedContextLogic Holdings Inc. (LOGC) · filed Sep 17, 2021
- Accession no.
- 0001209191-21-056761
- Filed
- Sep 17, 2021
- Trade date
- Sep 13-14, 2021
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 15, 2021
This filing lists 3 non-derivative transactions and 1 derivative transaction. It carries over 2 transactions from the original filing that it did not restate. Open-market sales total $4.52M. It was filed 4 days after the trade.
This amendment restates part of 0001209191-21-056250 (filed Sep 15, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Tung HansCIK 0001766351 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 13, 2021 | Class A Common Stock | CConversionAcquired | +97,520 | $0.00 | $0 | 642,572 | Indirect | |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −7,218 | $6.63F3 | −$47,855.34 | 635,354 | Indirect | |
| Sep 14, 2021 | Class A Common Stock | SSaleDisposed | −7,218 | $6.40F4 | −$46,195.2 | 628,136 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 13, 2021 | Class A Common Stock | CConversionDisposed | −97,520 | $0.00 | $0 | 0 | Indirect |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001209191-21-056250 (filed Sep 15, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −339,791 | $6.63F1 | −$2,252,814.33 | 29,966,517 | Indirect | |
| Sep 14, 2021 | Class A Common Stock | SSaleDisposed | −339,791 | $6.40F3 | −$2,174,662.4 | 29,626,726 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.50 to $6.72. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.30 to $6.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Represents the number of shares of Class A Common Stock that were acquired by the Reporting Person upon conversion of Class B Common Stock shares for no additional consideration at the option of the Reporting Person.
- F2
The shares are held directly by GGV Capital IV Entrepreneurs Fund L.P. The Reporting Person is a Managing Partner of GGV Capital IV L.L.C., which is the general partner of GGV Capital IV Entrepreneurs Fund L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities.
- F3
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.50 to $6.72. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this foonote.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.30 to $6.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
- F5
All shares of Class B Common Stock will automatically convert, on a one-for-one basis, into shares of Class A Common Stock on the earliest of (i) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (ii) the 7-year anniversary of the closing date of the issuer's initial public offering, (iii) the date on which the number of outstanding shares of Class B Common Stock represents less than 5% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock, (iv) the date specified by a vote of the holders of a majority of the then outstanding shares of Class B Common Stock, or (v) a date that is between 90 and 270 days, as determined by the board of directors, after the death of permanent incapacity of the issuer's founder, CEO, and Chairperson.
- F6
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except certain permitted transfers