Form 4 ContextLogic Inc. For: Sep 14 Filed by: Chuang Peiyen

September 16, 2021 7:30 PM EDT

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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 *
Chuang Peiyen

(Last) (First) (Middle)
ONE SANSOME STREET, 40TH 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 10% Owner
X Officer (give title below) Other (specify below)
Vice President of Operations
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2021
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 09/14/2021   C (1)   5,000 A $ 0.238 178,483 D  
Class A Common Stock 09/15/2021   C (1)   5,000 A $ 0.238 183,483 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
Stock Option (right to buy) $ 0.238 09/14/2021   M     5,000   (2) 08/11/2024 Class B Common Stock 5,000 $ 0.238 179,000 D  
Class B Common Stock (3) (4) 09/14/2021   M   5,000     (3) (4)   (3) (4) Class A Common Stock 5,000 $ 0 5,000 D  
Class B Common Stock (3) (4) 09/14/2021   C (1)     5,000   (3) (4)   (3) (4) Class A Common Stock 5,000 $ 0 0 D  
Stock Option (right to buy) $ 0.238 09/15/2021   M     5,000   (2) 08/11/2024 Class B Common Stock 5,000 $ 0.238 174,000 D  
Class B Common Stock (3) (4) 09/15/2021   M   5,000     (3) (4)   (3) (4) Class A Common Stock 5,000 $ 0 5,000 D  
Class B Common Stock (3) (4) 09/15/2021   C (1)     5,000   (3) (4)   (3) (4) Class A Common Stock 5,000 $ 0 0 D  
Explanation of Responses:
1. Represents the conversion of Class B Common Stock, issued upon exercise of options granted under the ContextLogic, Inc. 2010 Stock Plan, into Class A Common Stock held of record by the Reporting Person.
2. Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vest and become exercisable with respect to 20% of the total shares on July 1, 2015, and with respect to 1/48th of the remaining shares each month thereafter.
3. 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 or permanent incapacity of the issuer's founder, CEO, and Chairperson.
4. 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.
/s/ Renee Jackson, Attorney-in-Fact 09/16/2021
** 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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