Sec Form 4 Filing - Reses Jacqueline D @ ContextLogic Inc. - 2021-05-11

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 Reses Jacqueline D 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 X __ Officer (give title below) _____ Other (specify below) Executive Chairperson (Last) (First) (Middle) ONE SANSOME STREET, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2021 (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 Restricted Stock Unit ( 1 ) 05/11/2021 A 828,500 ( 2 ) ( 2 ) Class A Common Stock 828,500 $ 0 828,500 D Restricted Stock Unit ( 3 ) 05/11/2021 A 828,500 ( 3 ) ( 3 ) Class A Common Stock 828,500 $ 0 828,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reses Jacqueline D ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO, CA94104 X Executive Chairperson Signatures /s/ Jilliana Wong, attorney-in-fact 05/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Issuer's Class A Common Stock for each RSU. ( 2 )Subject to the reporting person's continuous service, 33.33% of the RSUs will vest on May 15, 2022, and an additional 1/8th of the remaining RSUs will vest on each Company Vesting Date (February 15th, May 15th, August 15th, or November 15th) thereafter. Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date. ( 3 )The RSUs granted to the reporting person are subject to vesting based on achievement of a stock price multiple on May 15, 2023, as well as the reporting person's continuous service through such date, as set forth in the RSU Agreement (with a maximum level of vesting of 200%). 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 an RSU occurs.

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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