Sec Form 4 Filing - Formation8 GP, LLC @ ContextLogic Inc. - 2020-12-18

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) 12/18/2020 (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 12/18/2020 ( 1 ) C 22,248,650 A 22,248,650 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 1 ) C 15,053,440 A 37,302,090 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 1 ) C 8,559,310 A 45,861,400 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 1 ) C 599,940 A 46,461,340 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 1 ) C 40,480 A 46,501,820 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 1 ) C 39,280 A 46,541,100 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 3 ) X 9,866,400 A $ 0.0001 56,407,500 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 3 ) S( 3 ) 4 D $ 24 56,407,496 I See Footnote ( 2 ) Class A Common Stock 12/18/2020 ( 1 ) C 5,399,550 A 5,399,550 I See Footnote ( 4 ) Class A Common Stock 12/18/2020 ( 1 ) C 1,579,080 A 1,579,080 I See Footnote ( 5 )

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 ) 12/18/2020 ( 1 ) C 22,248,650 ( 1 ) ( 1 ) Class A Common Stock 22,248,650 ( 1 ) 0 I See Footnote ( 2 ) Series B Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 15,053,440 ( 1 ) ( 1 ) Class A Common Stock 15,053,440 ( 1 ) 0 I See Footnote ( 2 ) Series C Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 8,559,310 ( 1 ) ( 1 ) Class A Common Stock 8,559,310 ( 1 ) 0 I See Footnote ( 2 ) Series D Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 599,940 ( 1 ) ( 1 ) Class A Common Stock 599,940 ( 1 ) 0 I See Footnote ( 2 ) Series E Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 40,480 ( 1 ) ( 1 ) Class A Common Stock 40,480 ( 1 ) 0 I See Footnote ( 2 ) Series F Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 39,280 ( 1 ) ( 1 ) Class A Common Stock 39,280 ( 1 ) 0 I See Footnote ( 2 ) Series D Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 5,399,550 ( 1 ) ( 1 ) Class A Common Stock 5,399,550 ( 1 ) 0 I See Footnote ( 4 ) Series E Preferred Stock ( 1 ) 12/18/2020 ( 1 ) C 1,579,080 ( 1 ) ( 1 ) Class A Common Stock 1,579,080 ( 1 ) 0 I See Footnote ( 5 ) Series B Preferred Warrant $ 0.0001 12/18/2020 ( 3 ) X 9,866,400 ( 3 ) ( 3 ) Class A Common Stock 9,866,400 $ 0 0 I See Footnote ( 6 )

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 12/18/2020 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. 12/18/2020 Signature of Reporting Person Date /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC, the General Partner of F8 Starlight II SPV, L.P. 12/18/2020 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. 12/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share 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") automatically converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date. ( 2 )The shares are held of record directly by Formation8 Partners Fund I, L.P. ("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 pecuniary interests therein. ( 3 )Immediately upon the closing the Issuer's initial public offering, the Class B Warrant dated August 1, 2016 was automatically deemed to have been exercised in full on a net basis and was converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. In connection with the automatic net exercise of the warrant, the Issuer withheld 4 of the warrant shares to pay the exercise price and issued the remaining warrant shares to F8 LP. ( 4 )The shares are held of record directly by F8 Starlight SPV, L.P. ("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 pecuniary interests therein. ( 5 )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 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 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 pecuniary interests therein. ( 6 )The shares underlying this warrant are held of record directly by F8 LP. 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 pecuniary interests therein.

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).

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