ContextLogic Form 4 ContextLogic / Joe Lonsdale ownership change

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^*

Lonsdale Joe

(Last) (First) (Middle)

ONE SANSOME STREET, 40TH FLOOR

(Street)

SAN FRANCISCO CA 94104

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/16/2021		C		1,160,126(1)	A	$0.00	57,567,622	I	See Footnote(2)
Class A Common Stock	08/16/2021		J(3)		12,441,625	D	$0.00	45,125,997	I	See Footnote(2)
Class A Common Stock	08/16/2021		J(4)		25,494	A	$0.00	25,494	I	See Footnote(5)
Class A Common Stock	08/16/2021		J(6)		248,833	A	$0.00	248,833	I	See Footnote(7)
Class A Common Stock	08/16/2021		J(8)		248,833	D	$0.00	0	I	See Footnote(7)
Class A Common Stock	08/16/2021		J(9)		74,495	A	$0.00	99,989	I	See Footnote(5)
Class A Common Stock	08/16/2021		J(10)		633	A	$0.00	633	I	See Footnote(11)
Class A Common Stock	08/16/2021		J(12)		5,399,550	D	$0.00	0	I	See Footnote(13)
Class A Common Stock	08/16/2021		J(14)		774,968	A	$0.00	774,968	I	See Footnote(7)
Class A Common Stock								422,311	D
Class A Common Stock								99,479	I	See Footnote(15)
Class A Common Stock								31,422	I	See Footnote(16)
Class A Common Stock								5,440	I	See Footnote(17)
Class A Common Stock								2,049,960	I	See Footnote(18)
Class A Common Stock								1,579,080	I	See Footnote(19)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(20)	08/16/2021		C			1,160,126(1)	(20)	(20)	Class A Common Stock	1,160,126	$0.00	4,640,234	I	See Footnote(2)

Explanation of Responses:

1. Represents the number of shares of Class A Common Stock that were acquired by Formation8 Partners Fund I, L.P. ("F8 LP") upon the conversion of Class B Common Stock shares for the purposes of effecting a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to is partners.

2. The shares are held of record directly by F8 LP. Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and the Reporting Person, 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 respective pecuniary interests therein.

3. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners.

4. Represents a change in the form of ownership of The Joseph Todd Lonsdale Trust Dated March 4, 2015 ("JTL Trust") by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 LP.

5. The shares are held of record directly by JTL Trust. The Reporting person, a member of the Issuer's board of directors, is the sole trustee of JTL Trust and may be deemed to have sole voting and dispositive power with respect to the shares held by JTL Trust.

6. Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 LP.

7. The shares are held of record directly by F8 GP. James Kim, Brian Koo and the Reporting Person, 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 GP. Each of the F8 GP managing members disclaims beneficial ownership of the securities held by F8 GP and this report shall not be deemed an admission that any of the 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 respective pecuniary interests therein.

8. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 GP to members.

9. Represents a change in the form of ownership of JTL Trust by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 GP.

10. Represents a change in the form of ownership of Lonsdale Family Holdings 2, LLC ("Family Holdings") by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 GP.

11. The shares are held of record directly by Family Holdings. The Reporting person, a member of the Issuer's board of directors, is the manager of Family Holdings and may be deemed to have sole voting and dispositive power with respect to the shares held by Family Holdings.

12. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 Starlight SPV, L.P. ("F8 Starlight") to its partners.

13. The shares are held of record directly by F8 Starlight. F8 GP is the general partner of F8 Starlight. James Kim, Brian Koo and the Reporting Person, 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 respective pecuniary interests therein.

14. Represents a change in the form of ownership of F8 GP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by F8 Starlight.

15. The shares are held of record directly by Anduin Capital Management, LLC ("Anduin GP"). The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of Anduin GP and may be deemed to have sole voting and dispositive power with respect to the shares held by Anduin GP. The Reporting Person disclaims beneficial ownership of the securities held by Anduin GP and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

16. The shares are held of record directly by Pacific Premier Trust Roth IRA fbo Joe Lonsdale ("Roth IRA"), which is self-managed by the Reporting Person. The Reporting person, a member of the Issuer's board of directors, is the sole beneficiary of Roth IRA and may be deemed to have sole voting and dispositive power with respect to the shares held by Roth IRA.

17. These shares are held of record directly by Tiberius Venture Partners ("TVP"). The Reporting Person, a member of the Issuer's board of directors, is the managing partner of TVP and may be deemed to have sole voting and dispositive power with respect to the shares held by TVP. The Reporting Person disclaims beneficial ownership of the securities held by TVP and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

18. The shares are held of record directly by 8VC Co-Invest Fund I, L.P. ("8VC Co-Invest LP"). 8VC Co-Invest GP I, LLC ("8VC Co-Invest GP") is the general partner of 8VC Co-Invest LP. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of 8VC Co-Invest GP and may be deemed to have sole voting and dispositive power with respect to the shares held by 8VC Co-Invest LP. Each of 8VC Co-Invest GP and the Reporting Person disclaims beneficial ownership of the securities held by 8VC Co-Invest LP and this report shall not be deemed an admission that 8VC Co-Invest GP or the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

19. 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 the Reporting Person, 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 respective pecuniary interests therein.

20. 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 offerings, (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 board of directors, after the death or permanent incapacity of the Issuer's founder, CEO, and Chairperson.

Remarks:

	/s/ Joe Lonsdale	08/18/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.