SEC FORM 3/A

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^*

Wang Shuyan (Rachel)

(Last)

(First)

(Middle)

ONE SANSOME STREET, 33RD FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2023

3. Issuer Name and Ticker or Trading Symbol
ContextLogic Inc. [ WISH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Data Science

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2023

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)
Class A Common Stock	678⁽¹⁾	D

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)
Restricted Stock Unit	⁽²⁾⁽³⁾	⁽³⁾	Class A Common Stock	532⁽¹⁾	$0	D
Restricted Stock Unit	⁽²⁾⁽⁴⁾	⁽⁴⁾	Class A Common Stock	995⁽¹⁾	$0	D
Restricted Stock Unit	⁽²⁾⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,932⁽¹⁾	$0	D

Explanation of Responses:

1. Reflects shares adjusted to give effect to a 1-for-30 reverse stock split which was effective April 12, 2023.

2. The Reporting Person received Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU.

3. Subject to the Reporting Person's continued service, 25% of the RSUs vested on March 9, 2021, and an additional 1/36 of the remaining RSUs vest monthly thereafter for a period of 3 years.

4. Subject to the Reporting Person's continuous service, 1/16th of the RSUs will vest on a quarterly basis beginning on February 15, 2022 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the Reporting Person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion).

5. Subject to the Reporting Person's continuous service, 1/8th of the RSUs will vest on a quarterly basis beginning on August 15, 2022 (with all quarterly vesting events occurring on a "Company Vesting Date" of February 15, May 15, August 15, or November 15). Vested RSUs will settle on or following the vesting date, but in any event within 60 days following the vesting date (unless the Reporting Person and the Company have agreed in writing to a later settlement date pursuant to procedures the Company may prescribe at its discretion).

Remarks:

This Form 3/A amends and corrects the Form 3 filed on March 2, 2023, which inadvertently did not report the RSUs held by the Reporting Person. Exhibit 24 - Power of Attorney

	/s/ Marianne Lewis, Attorney-in-Fact	08/17/2023
	** 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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