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Form 4 ContextLogic Inc. For: Aug 15 Filed by: Szulczewski Piotr

August 17, 2022 9:56 PM EDT
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).
1. Name and Address of Reporting Person *
Szulczewski Piotr

(Last) (First) (Middle)
ONE SANSOME STREET, 33RD FLOOR

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ContextLogic Inc. [ WISH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock 08/15/2022   M (1)   171,272 A $ 0 53,800,084 D  
Class A Common Stock 08/15/2022   F   62,590 (2) D $ 1.66 53,737,494 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Unit $ 0 08/15/2022   M     13,628   (3) (4) 02/09/2025 Class A Common Stock 13,628 $ 0 0 D  
Restricted Stock Unit $ 0 08/15/2022   M     135,144   (3) (5) 09/23/2025 Class A Common Stock 135,144 $ 0 0 D  
Restricted Stock Unit $ 0 08/15/2022   M     22,500   (3) (6)   (6) Class A Common Stock 22,500 $ 0 0 D  
Explanation of Responses:
1. The Reporting Person received Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. This reported transaction represents the settlement of RSUs vested as of August 15, 2022.
2. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs.
3. This reported transaction represents the settlement of RSUs vested as of August 15, 2022.
4. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continued service, 1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years.
5. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. Subject to the reporting person's continued service, 1/48th of the RSUs vest on a monthly basis beginning on October 23, 2018 for a period of 4 years.
6. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. The RSUs were granted in connection with the Reporting Person's service as a member of the Board of Directors of the Issuer. Subject to the Reporting Person's continued service, the RSUs will vest in full on the earlier of the one-year anniversary of the date of grant or on the date of the regular annual meeting of the Issuer's stockholders following the date of grant. The vesting was pro-rated on a monthly basis pursuant to Mr. Szulczewski's resignation as a member of the Board of Directors on August 9, 2022.
/s/ Marianne Lewis, Attorney-in-Fact 08/17/2022
** 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.


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