SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Founders Fund V Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2020		C		1,801,180	A	⁽¹⁾	1,801,180	I	By Fund⁽²⁾
Class A Common Stock	12/18/2020		C		661,510	A	⁽¹⁾	661,510	I	By Fund⁽³⁾
Class A Common Stock	12/18/2020		C		12,572,820	A	⁽¹⁾	12,572,820	I	By Fund⁽⁴⁾
Class A Common Stock	12/18/2020		C		46,739,070	A	⁽¹⁾	46,739,070	I	By Fund⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	12/18/2020		C			801,180	⁽¹⁾	⁽¹⁾	Class A Common Stock	801,180	$0.00	0	I	By Fund⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2020		C			1,000,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000	$0.00	0	I	By Fund⁽²⁾
Series C Preferred Stock	⁽¹⁾	12/18/2020		C			526,320	⁽¹⁾	⁽¹⁾	Class A Common Stock	526,320	$0.00	0	I	By Fund⁽³⁾
Series C Preferred Stock	⁽¹⁾	12/18/2020		C			10,003,380	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,003,380	$0.00	0	I	By Fund⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	12/18/2020		C			37,187,220	⁽¹⁾	⁽¹⁾	Class A Common Stock	37,187,220	$0.00	0	I	By Fund⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	12/18/2020		C			44,040	⁽¹⁾	⁽¹⁾	Class A Common Stock	44,040	$0.00	0	I	By Fund⁽³⁾
Series D Preferred Stock	⁽¹⁾	12/18/2020		C			837,090	⁽¹⁾	⁽¹⁾	Class A Common Stock	837,090	$0.00	0	I	By Fund⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	12/18/2020		C			3,111,860	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,111,860	$0.00	0	I	By Fund⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020		C			78,550	⁽¹⁾	⁽¹⁾	Class A Common Stock	78,550	$0.00	0	I	By Fund⁽³⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020		C			1,492,890	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,492,890	$0.00	0	I	By Fund⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020		C			5,549,780	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,549,780	$0.00	0	I	By Fund⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	12/18/2020		C			8,500	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,500	$0.00	0	I	By Fund⁽³⁾
Series F Preferred Stock	⁽¹⁾	12/18/2020		C			161,550	⁽¹⁾	⁽¹⁾	Class A Common Stock	161,550	$0.00	0	I	By Fund⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	12/18/2020		C			600,560	⁽¹⁾	⁽¹⁾	Class A Common Stock	600,560	$0.00	0	I	By Fund⁽⁵⁾
Series G Preferred Stock	⁽¹⁾	12/18/2020		C			4,100	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,100	$0.00	0	I	By Fund⁽³⁾
Series G Preferred Stock	⁽¹⁾	12/18/2020		C			77,910	⁽¹⁾	⁽¹⁾	Class A Common Stock	77,910	$0.00	0	I	By Fund⁽⁴⁾
Series G Preferred Stock	⁽¹⁾	12/18/2020		C			289,650	⁽¹⁾	⁽¹⁾	Class A Common Stock	289,650	$0.00	0	I	By Fund⁽⁵⁾

1. Name and Address of Reporting Person^*

Founders Fund V Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Founders Fund V Entrepreneurs Fund, LP

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Founders Fund V Principals Fund, LP

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Founders Fund V, LP

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Singerman Brian Aaron

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FL.

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THIEL PETER

(Last)

(First)

(Middle)

C/O THE FOUNDERS FUND

ONE LETTERMAN DRIVE, BUILDING D, 5TH FL.

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each outstanding share of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock converted into one share of the Issuer's Class A common stock immediately prior to the completion of the Issuer's initial public offering, and the shares of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock had no expiration date.

2. Shares held by FF Wish VI, LLC ("FF-Wish"). The Founders Fund VI Management, LLC ("FF-VIM") is the managing member of FF-Wish and may be deemed to beneficially own the shares held by FF-Wish. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-Wish and, accordingly, may be deemed to beneficially own the shares held by FF-Wish. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein.

3. Shares held by The Founders Fund V Entrepreneurs Fund, LP ("FF-VE"). The Founders Fund V Management, LLC ("FF-VM") is the general partner of FF-VE and may be deemed to beneficially own the shares held by FF-VE. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VE and, accordingly, may be deemed to beneficially own the shares held by FF-VE. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

4. Shares held by The Founders Fund V Principals Fund, LP ("FF-VP"). FF-VM is the general partner of FF-VP and may be deemed to beneficially own the shares held by FF-VP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VP and, accordingly, may be deemed to beneficially own the shares held by FF-VP. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

5. Shares held by The Founders Fund V, LP ("FF-V"). FF-VM is the general partner of FF-V and may be deemed to beneficially own the shares held by FF-V. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-V and, accordingly, may be deemed to beneficially own the shares held by FF-V. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein.

Remarks:

	The Founders Fund Management V LLC, By /s/ Peter Thiel, Managing Member	12/22/2020
	The Founders Fund V Entrepreneurs Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member	12/22/2020
	The Founders Fund V Principals Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member	12/22/2020
	The Founders Fund V, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member	12/22/2020
	/s/ Brian A. Singerman	12/22/2020
	/s/ Peter Thiel	12/22/2020
	** Signature of Reporting Person	Date
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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