Large owner Abrams Capital Management, L.P. bought $12,311,558 worth of shares (1,758,794 units at $7.00) (SEC Form 4)
$LOGC
Catalog/Specialty Distribution
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ContextLogic Holdings Inc. [ LOGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share | 02/26/2026 | P | 1,758,794 | A | $7 | 18,269,534 | I | See footnotes(1)(2)(3)(4)(5)(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares reported herein as beneficially owned represent 578,862 shares held by Abrams Capital Partners I, L.P. ("ACP I"), 7,897,244 shares held by Abrams Capital Partners II, L.P. ("ACP II"), 5,262,976 shares held by Riva Capital Partners V, L.P. ("Riva V") and 4,530,452 shares held by Riva Capital Partners VI, L.P. ("Riva VI", and, together with ACP I, ACP II and Riva V, collectively the "Abrams Funds"). Of the shares purchased on February 26, 2026 reported herein, 120,126 shares were purchased by ACP I and 1,638,668 shares were purchased by ACP II. |
| 2. Abrams Capital, LLC ("AC LLC") is the general partner of ACP I and ACP II. As a result, AC LLC may be deemed to share voting and dispositive power with respect to the shares held by ACP I and ACP II. |
| 3. Riva Capital Management V, LLC ("RCM V") is the general partner of Riva V. As a result, RCM V may be deemed to share voting and dispositive power with respect to the shares held by Riva V. |
| 4. Riva Capital Management VI, LLC ("RCM VI") is the general partner of Riva VI. As a result, RCM VI may be deemed to share voting and dispositive power with respect to the shares held by Riva VI. |
| 5. Abrams Capital Management, L.P. (the "LP") is the investment manager of each of the Abrams Funds and, in such capacity, manages the investment strategy and decision-making process with respect to investments held by the Abrams Funds. As a result, the LP may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
| 6. Abrams Capital Management, LLC (the "LLC") is the general partner of the LP. As a result, the LLC may be deemed to share voting and dispositive power with respect to the shares held by the Abrams Funds. |
| 7. Each reporting person disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. |
| Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Abrams Capital Management, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Abrams Capital, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Abrams Capital Partners I, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Riva Capital Management V, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Riva Capital Partners V, L.P., by Riva Capital Management V, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Riva Capital Management VI, LLC, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| Riva Capital Partners VI, L.P., by Riva Capital Management VI, LLC, its General Partner, by David C. Abrams, Managing Member /s/ David Abrams | 02/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||