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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
DST GLOBAL IV, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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)
06/07/2021
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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/07/2021 J(1) 18,796,769 D $0.00 15,606,631 D(2)
Class A Common Stock 06/07/2021 J(3) 8,864,399 D $0.00 7,331,241 I By DST Global V, L.P.(4)
Class A Common Stock 06/07/2021 J(5) 27,630,195 D $0.00 955,135 I By DST INVESTMENTS XI, L.P.(6)
Class A Common Stock 06/07/2021 J(7) 7,660,208 D $0.00 5,864,012 I By DST Investments XV, L.P.(8)
Class A Common Stock 06/07/2021 J(9) 2,542,417 D $0.00 2,066,123 I By DST Investments XVI, L.P.(10)
Class A Common Stock 6,478,250 I By DST Global IV Co-Invest, L.P.(11)
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
1. Name and Address of Reporting Person*
DST GLOBAL IV, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST Global IV Co-Invest, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST Global V, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST INVESTMENTS XI, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST Investments XV, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST Investments XVI, L.P.

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST Managers Ltd

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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*
DST Managers V Ltd

(Last) (First) (Middle)
TRIDENT TRUST COMPANY (CAYMAN) LIMITED,
ONE CAPITAL PLACE, P.O. BOX 847

(Street)
GRAND CAYMAN E9 KY1-1103

(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. On June 7, 2021, DST GLOBAL IV, L.P. ("DST IV") distributed in-kind, without consideration, 18,796,769 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The shares are owned directly by DST IV, whose general partner is DST Managers Ltd. DST Managers Ltd holds ultimate voting and investment power over the shares held by DST IV. Each of the reporting persons other than DST IV may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
3. On June 7, 2021, DST Global V, L.P. ("DST V") distributed in-kind, without consideration, 8,864,399 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
4. The shares are owned directly by DST V, whose general partner is DST Managers V Ltd. DST Managers V Ltd holds ultimate voting and investment power over the shares held by DST V. Each of the reporting persons other than DST V may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
5. On June 7, 2021, DST INVESTMENTS XI, L.P. ("DST INVESTMENTS XI") distributed in-kind, without consideration, 27,630,195 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
6. The shares are owned directly by DST INVESTMENTS XI, whose general partner is DST Managers Ltd. DST Managers Ltd holds ultimate voting and investment power over the shares held by each of the reporting persons. Each of the reporting persons other than DST INVESTMENTS XI may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
7. On June 7, 2021, DST Investments XV, L.P. ("DST Investments XV") distributed in-kind, without consideration, 7,660,208 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
8. The shares are owned directly by DST Investments XV, whose general partner is DST Managers V Ltd. DST Managers V Ltd holds ultimate voting and investment power over the shares held by DST Investments XV. Each of the reporting persons other than DST Investments XV may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
9. On June 7, 2021, DST Investments XVI, L.P. ("DST Investments XVI") distributed in-kind, without consideration, 2,542,417 shares of Class A Common Stock pro-rata to its limited partners, in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Exchange Act.
10. The shares are owned directly by DST Investments XVI, whose general partner is DST Managers V Ltd. DST Managers V Ltd holds ultimate voting and investment power over the shares held by DST Investments XVI. Each of the reporting persons other than DST Investments XVI may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
11. The shares are owned directly by DST Global IV Co-Invest, L.P., whose general partner is DST Managers Ltd. DST Managers Ltd holds ultimate voting and investment power over the shares held by DST Global IV Co-Invest, L.P. Each of the reporting persons other than DST Global IV Co-Invest, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.
Remarks:
DST GLOBAL IV, L.P., By: DST Managers Ltd, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST Global IV Co-Invest, L.P., By: DST Managers Ltd, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST Global V, L.P., By: DST Managers V Ltd, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST INVESTMENTS XI, L.P.By: DST Managers Ltd, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST DST Investments XV, L.P., By: DST Managers V Ltd, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST Investments XVI, L.P., By: DST Managers V Ltd, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST Managers LTD, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
DST Managers V LTD, By: Despoina Zinonos, Its: President, /s/ Despoina Zinonos 06/09/2021
** 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.