SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Tung Hans (Last) (First) (Middle) ONE SANSOME STREET, 40TH FLOOR (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/15/2020	3. Issuer Name and Ticker or Trading Symbol ContextLogic Inc. [ WISH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Class A Common Stock	811,040	(1)	I	By GGV Capital Select L.P.(2)
Series E Preferred Stock	(1)	(1)	Class A Common Stock	4,048,910	(1)	I	By GGV Capital Select L.P.(2)
Series F Preferred Stock	(1)	(1)	Class A Common Stock	1,695,340	(1)	I	By GGV Capital Select L.P.(2)
Series B Preferred Stock	(1)	(1)	Class A Common Stock	328,460	(1)	I	By GGV Capital IV Entrepreneurs Fund L.P.(3)
Series C Preferred Stock	(1)	(1)	Class A Common Stock	165,400	(1)	I	ByGGV Capital IV Entrepreneurs Fund L.P.(3)
Series D Preferred Stock	(1)	(1)	Class A Common Stock	62,280	(1)	I	By GGV Capital IV Entrepreneurs Fund L.P.(3)
Series B Preferred Stock	(1)	(1)	Class A Common Stock	15,491,060	(1)	I	By GGV Capital IV L.P.(4)
Series C Preferred Stock	(1)	(1)	Class A Common Stock	7,800,690	(1)	I	By GGV Capital IV L.P.(4)
Series D Preferred Stock	(1)	(1)	Class A Common Stock	2,937,460	(1)	I	By GGV Capital IV L.P.(4)
Class B Common Stock	(5)	(5)	Class A Common Stock	97,520	0.00	I	By GGV Capital IV Entrepreneurs Fund L.P.(3)
Class B Common Stock	(5)	(5)	Class A Common Stock	4,599,080	0.00	I	By GGV Capital IV L.P.(4)

Explanation of Responses:

1. The shares 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") shall automatically convert into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. The shares are held directly by GGV Capital Select L.P. The Reporting Person is a Managing Partner of GGV Capital Select L.L.C., which is the general partner of GGV Capital Select L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities.

3. The shares are held directly by GGV Capital IV Entrepreneurs Fund L.P. The Reporting Person is a Managing Partner of GGV Capital IV L.L.C., which is the general partner of GGV Capital IV Entrepreneurs Fund L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities.

4. The shares are held directly by GGV Capital IV L.P. The Reporting Person is a Managing Partner of GGV Capital IV L.L.C., which is the general partner of GGV Capital IV L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities.

5. 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:

	/s/ Hans Tung	12/15/2020
	** 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 5 (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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