SEC Form SCHEDULE 13G filed by ContextLogic Inc.
$LOGC
Catalog/Specialty Distribution
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ContextLogic Inc. (Name of Issuer) |
Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) |
21077C107 (CUSIP Number) |
03/28/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 21077C107 |
| 1 | Names of Reporting Persons
Islet Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,900.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: *Reflects beneficial ownership consisting of shares of Common Stock and shares of Common Stock issuable upon exercise of call options.
SCHEDULE 13G
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| CUSIP No. | 21077C107 |
| 1 | Names of Reporting Persons
Joseph Samuels | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,900.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: *Reflects beneficial ownership consisting of shares of Common Stock and shares of Common Stock issuable upon exercise of call options.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ContextLogic Inc. | |
| (b) | Address of issuer's principal executive offices:
2648 International Blvd., Ste 115, Oakland, California, 94601 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G filing relates to shares of Class A Common Stock, $0.0001 par value per share (the "Common Stock"), of the Issuer.
This Schedule 13G is being filed on behalf of the following persons/entities (collectively, the "Reporting Persons"):
Islet Management, LP ("Islet")
Joseph Samuels | |
| (b) | Address or principal business office or, if none, residence:
590 Madison Avenue, 27th Floor
New York, NY 10022 | |
| (c) | Citizenship:
Islet is organized under the laws of the State of Delaware.
Joseph Samuels is a United States citizen. | |
| (d) | Title of class of securities:
Class A Common Stock, Par Value $0.0001 Per Share | |
| (e) | CUSIP No.:
21077C107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
Islet acts as investment manager to, and exercises investment discretion with respect to an account that holds the securities of the Issuer described herein (the "Account"). Mr. Samuels is the Chief Executive Officer and Chief Investment Officer of Islet. As investment manager to the Account, Islet, pursuant to an Account Investment Advisory Agreement, has discretionary investment authority and voting power with respect to the Common Stock beneficially owned by the Account. Thus, it could be deemed to have the power to vote and dispose or direct the disposition of such Common Stock held by the Account.
As the Chief Executive Officer and Chief Investment Officer of Islet, Mr. Samuels has the ability to exercise investment discretion over the Account. Thus, he could be deemed to share the power to vote and dispose or direct the disposition of the Common Stock beneficially owned by the Account.
As of April 10, 2025, the Account directly beneficially owned 1,612,900 shares of Common Stock representing 5.83% of the shares of Class A Common Stock outstanding, including 1,375,400 shares of Common Stock issuable upon exercise of call options.
Calculations of the percentage of shares of Common Stock beneficially owned are based on 26,313,619 shares of Common Stock outstanding as of February 28, 2025, as reported in the Quarterly Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 12, 2025.
The Reporting Persons note that the calculation of beneficial ownership for purposes of this Schedule 13G is different than the calculation of ownership under the terms of the Issuer's Tax Benefits Preservation Plan, dated as of February 10, 2024 (the "382 Plan"). For purposes of the 382 Plan, the Reporting Persons collectively own less than 4.9% as a result of the exclusion of shares owned by the Account issuable upon exercise of call options. | |
| (b) | Percent of class:
See Item 4(a) above | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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