Sec Form 4 Filing - Formation8 GP, LLC @ ContextLogic Inc. - 2021-08-16

FORM 4 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 Formation8 GP, LLC 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) (Last) (First) (Middle) 4962 EL CAMINO REAL, SUITE 212 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2021 (Street) LOS ALTOS, CA94022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 08/16/2021 C 1,160,126 ( 1 ) A $ 0 57,567,622 I See Footnote ( 2 ) Class A Common Stock 08/16/2021 J( 3 ) 12,441,625 D $ 0 45,125,997 I See Footnote ( 2 ) Class A Common Stock 08/16/2021 J( 4 ) 248,833 A $ 0 248,833 D ( 5 ) Class A Common Stock 08/16/2021 J( 6 ) 248,833 D $ 0 0 D ( 5 ) Class A Common Stock 08/16/2021 J( 7 ) 5,399,550 D $ 0 0 I See Footnote ( 8 ) Class A Common Stock 08/16/2021 J( 9 ) 774,968 A $ 0 774,968 D ( 5 ) Class A Common Stock 1,579,080 I See Footnote ( 10 )

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 Class B Common Stock ( 11 ) 08/16/2021 C 1,160,126 ( 1 ) ( 11 ) ( 11 ) Class A Common Stock 1,160,126 $ 0 4,640,504 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Formation8 GP, LLC 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS, CA94022 X F8 StarLight SPV, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS, CA94022 X F8 StarLight II SPV, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS, CA94022 X Formation8 Partners Fund I, L.P. 4962 EL CAMINO REAL, SUITE 212 LOS ALTOS, CA94022 X Signatures /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC 08/18/2021 Signature of Reporting Person Date /s/ Joe Lonsdale, as a Managing Member of Formation 8 GP, LLC, the General Partner of F8 Starlight SPV, L.P. 08/18/2021 Signature of Reporting Person Date /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of Formation8 Partners Fund I, L.P. 08/18/2021 Signature of Reporting Person Date /s/ Joe Lonsdale, as a Managing Member of Formation 8 GP, LLC, the General Partner of F8 Starlight SPV II, L.P. 08/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares of Class A Common Stock that were acquired by Formation8 Partners Fund I, L.P. ("F8 LP") upon the conversion of Class B Common Stock shares for the purposes of effecting a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to is partners. ( 2 )The shares held directly by F8 LP. Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 LP. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 LP and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 3 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners. ( 4 )Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 LP. ( 5 )The shares are held of record directly by F8 GP. James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 GP. Each of the F8 GP managing members disclaims beneficial ownership of the securities held by F8 GP and this report shall not be deemed an admission that any of the managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 6 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 GP to members. ( 7 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 Starlight SPV, L.P. ("F8 Starlight") to its partners. ( 8 )The shares are held directly by F8 Starlight. F8 GP is the general partner of F8 Starlight. James Kim, Brian Koo and Joe Lonsdale, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 9 )Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 Starlight. ( 10 )The shares are held of record directly by F8 Starlight II SPV, L.P. ("F8 Starlight II"). F8 GP is the general partner of F8 Starlight II. James Kim, Brian Koo and the Reporting Person, a member of the Issuer's board of directors, are the managing members of F8 GP and may be deemed to have shared voting and dispositive power with respect to the shares held by F8 Starlight II. Each of F8 GP and its managing members disclaims beneficial ownership of the securities held by F8 Starlight II and this report shall not be deemed an admission that F8 GP or its managing members is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniar y interests therein. ( 11 )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 offerings, (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.

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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