SEC FORM 3

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^*

Szulczewski Piotr

(Last)

(First)

(Middle)

ONE SANSOME STREET, 40TH FLOOR

(Street)

SAN FRANCISCO

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Founder, CEO, and Chairperson

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	04/15/2024	Class B Common Stock	8,375,000	$0.149	D
Stock Option (right to buy)	⁽²⁾	08/11/2024	Class B Common Stock	35,000,000	$0.238	D
Restricted Stock Unit	⁽³⁾⁽⁴⁾	05/21/2022	Class B Common Stock	2,388,860	$0.00	D
Restricted Stock Unit	⁽³⁾⁽⁵⁾	06/20/2023	Class B Common Stock	688,320	$0.00	D
Restricted Stock Unit	⁽³⁾⁽⁶⁾	05/25/2024	Class B Common Stock	2,581,550	$0.00	D
Restricted Stock Unit	⁽³⁾⁽⁷⁾	02/09/2025	Class B Common Stock	817,640	$0.00	D
Restricted Stock Unit	⁽³⁾⁽⁸⁾	09/23/2025	Class B Common Stock	6,486,890	$0.00	D
Restricted Stock Unit	⁽⁹⁾	⁽¹⁰⁾	Class B Common Stock	10,021,500	$0.00	D
Class B Common Stock	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	51,494,240	$0.00	D

Explanation of Responses:

1. Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on December 17, 2013.

2. Options granted under the ContextLogic, Inc. 2010 Stock Plan. The option shares vested and became exercisable with respect to 1/48th of the total shares monthly beginning on July 9, 2014.

3. Currently vested RSUs and all RSUs vested as of December 31, 2020 will settle on February 15, 2021. Thereafter, any vested RSUs will settle on or following the vesting date, but no later than two and one-half months following the end of the year in which the vesting date applicable to a RSU occurs.

4. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the Company's initial public offering (the "IPO"), and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vested on January 1, 2016, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years.

5. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vested on June 1, 2017, with 1/36th of the remaining RSUs vesting monthly thereafter for a period of 3 years.

6. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 25% of the RSUs vested on April 24, 2018, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years.

7. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 1/60th of the RSUs vest monthly beginning on February 1, 2018 for a period of 5 years.

8. The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the IPO, and a service-based vesting requirement. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. Subject to the reporting person's continued employment, 1/48th of the RSUs vest monthly beginning on October 23, 2018 for a period of 4 years.

9. The RSUs granted to the reporting person are subject to a stock-price based vesting condition and a service-based vesting condition as set forth in the RSU agreement. 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 a RSU occurs.

10. The expiration date shall be the seventh (7th) anniversary of the IPO date.

11. 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:

Exhibit 24 - Power of Attorney

	/s/ Devang Shah, attorney-in-fact	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).
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.