Sec Form 3 Filing - Szulczewski Piotr @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Szulczewski Piotr 2. Issuer Name and Ticker or Trading Symbol ContextLogic Inc. [ WISH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Founder, CEO, and Chairperson (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 Stock Option (right to buy) $ 0.149 ( 1 ) 04/15/2024 Class B Common Stock 8,375,000 D Stock Option (right to buy) $ 0.238 ( 2 ) 08/11/2024 Class B Common Stock 35,000,000 D Restricted Stock Unit $ 0 ( 3 )( 4 ) 05/21/2022 Class B Common Stock 2,388,860 D Restricted Stock Unit $ 0 ( 3 )( 5 ) 06/20/2023 Class B Common Stock 688,320 D Restricted Stock Unit $ 0 ( 3 )( 6 ) 05/25/2024 Class B Common Stock 2,581,550 D Restricted Stock Unit $ 0 ( 3 )( 7 ) 02/09/2025 Class B Common Stock 817,640 D Restricted Stock Unit $ 0 ( 3 )( 8 ) 09/23/2025 Class B Common Stock 6,486,890 D Restricted Stock Unit $ 0 ( 9 ) ( 10 ) Class B Common Stock 10,021,500 D Class B Common Stock $ 0 ( 11 ) ( 11 ) Class A Common Stock 51,494,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Szulczewski Piotr ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO, CA94104 X X Founder, CEO, and Chairperson Signatures /s/ Devang Shah, attorney-in-fact 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on December 17, 2013. ( 2 )Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on July 9, 2014. ( 3 )Currently vested RSUs and all RSUs vested as of December 31, 2020 will settle on February 15, 2021. Thereafter, any vested RSUs will settle on or following the vesting date, but no later than two and one-half months following the end of the year in which the vesting date applicable to a RSU occurs. ( 4 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the Company's initial public offering (the "IPO"), and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vested on January 1, 2016, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years. ( 5 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vested on June 1, 2017, with 1/36th of the remaining RSUs vesting monthly thereafter for a period of 3 years. ( 6 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vested on April 24, 2018, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years. ( 7 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years. ( 8 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 1/48th of the RSUs vest monthly beginning on October 23, 2018 for a period of 4 years. ( 9 )The RSUs granted to the reporting person are subject to a stock-price based vesting condition and a service-based vesting condition as set forth in the RSU agreement. Vested RSUs will settle no later than two and one-half months following the end of the year in which the vesting date applicable to a RSU occurs. ( 10 )The expiration date shall be the seventh (7th) anniversary of the IPO date. ( 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 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.

Remarks: Exhibit 24 - Power of Attorney

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.