Sec Form 3 Filing - Chuang Peiyen @ 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 Chuang Peiyen 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 (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) $ 0.238 ( 1 ) 08/11/2024 Class B Common Stock 325,000 D Restricted Stock Unit $ 0 ( 2 )( 3 ) 05/21/2022 Class B Common Stock 16,200 D Restricted Stock Unit $ 0 ( 2 )( 4 ) 06/20/2023 Class B Common Stock 16,200 D Restricted Stock Unit $ 0 ( 2 )( 5 ) 05/25/2024 Class B Common Stock 20,040 D Restricted Stock Unit $ 0 ( 2 )( 6 ) 08/19/2025 Class B Common Stock 20,810 D Restricted Stock Unit $ 0 ( 2 )( 7 ) 02/05/2026 Class B Common Stock 126,370 D Restricted Stock Unit $ 0 ( 2 )( 8 ) 05/02/2026 Class B Common Stock 29,490 D Restricted Stock Unit $ 0 ( 9 ) 09/09/2027 Class B Common Stock 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chuang Peiyen ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO, CA94104 Vice President of Operations Signatures /s/ Devang Shah, attorney-in-fact 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option 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. ( 2 )Currently vested restricted stock units (the "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. ( 3 )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 service 20% of the RSUs vested on January 1, 2016, and an additional 1/48th of the remaining RSUs will vest monthly thereafter for a period of 4 years. ( 4 )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 service 20% of the RSUs vested on June 1, 2017, and an additional 1/48th of the remaining RSUs will vest monthly thereafter for a period of 4 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 service 20% of the RSUs vested on April 24, 2018, and an additional 1/48th of the remaining shares vest monthly thereafter for a period of 4 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 service 20% of the RSUs vested on May 1, 2019, with 1/60th of the remaining RSUs vesting monthly thereafter for a period of 5 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 service 25% of the RSUs vested on January 1, 2020 and an additional 1/36th of the remaining RSUs will vest monthly thereafter for a period of 3 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, the RSUs vest on a monthly basis over a period of four years beginning on April 1, 2019, with 10% of the total vesting over the first year, 20% of the total vesting over the second year, 30% of the total vesting over the third year, and 40% of the total vesting over the fourth year. ( 9 )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 service 1/48th of the RSUs will vest monthly beginning on October 1, 2020 for a period of 4 years.

Remarks: Exhibit 24 - Power of Attorney

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