Sec Form 3 Filing - Tung Hans @ ContextLogic Inc. - 2020-12-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tung Hans 2. Issuer Name and Ticker or Trading Symbol ContextLogic Inc. [ WISH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE SANSOME STREET, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (Street) SAN FRANCISCO, CA94104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 811,040 I By GGV Capital Select L.P. ( 2 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,048,910 I By GGV Capital Select L.P. ( 2 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,695,340 I By GGV Capital Select L.P. ( 2 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 328,460 I By GGV Capital IV Entrepreneurs Fund L.P. ( 3 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 165,400 I ByGGV Capital IV Entrepreneurs Fund L.P. ( 3 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 62,280 I By GGV Capital IV Entrepreneurs Fund L.P. ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 15,491,060 I By GGV Capital IV L.P. ( 4 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 7,800,690 I By GGV Capital IV L.P. ( 4 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,937,460 I By GGV Capital IV L.P. ( 4 ) Class B Common Stock $ 0 ( 5 ) ( 5 ) Class A Common Stock 97,520 I By GGV Capital IV Entrepreneurs Fund L.P. ( 3 ) Class B Common Stock $ 0 ( 5 ) ( 5 ) Class A Common Stock 4,599,080 I By GGV Capital IV L.P. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tung Hans ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO, CA94104 X Signatures /s/ Hans Tung 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date. ( 2 )The shares are held directly by GGV Capital Select L.P. The Reporting Person is a Managing Partner of GGV Capital Select L.L.C., which is the general partner of GGV Capital Select 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. ( 3 )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. ( 4 )The shares are held directly by GGV Capital IV 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 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. ( 5 )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 Issuer's board of directors, after the death or permanent incapacity of the Issuer's founder, CEO, and Chairperson.

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).

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