Sec Form 3 Filing - Zhang Sheng @ ContextLogic Inc. - 2020-12-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zhang Sheng 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) (Last) (First) (Middle) ONE SANSOME STREET, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (Street) SAN FRANCISCO, CA94104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 0.001 ( 1 ) 02/25/2021 Class B Common Stock 328,130 D Stock Option (right to buy) $ 0.03 ( 2 ) 05/20/2021 Class B Common Stock 262,500 D Stock Option (right to buy) $ 0.068 ( 3 ) 08/31/2021 Class B Common Stock 300,000 D Stock Option (right to buy) $ 0.068 ( 4 ) 09/30/2021 Class B Common Stock 2,000,000 D Stock Option (right to buy) $ 0.098 ( 5 ) 04/19/2022 Class B Common Stock 1,125,000 D Stock Option (right to buy) $ 0.175 ( 6 ) 02/22/2023 Class B Common Stock 3,800,000 D Stock Option (right to buy) $ 0.149 ( 7 ) 04/15/2024 Class B Common Stock 5,262,650 D Stock Option (right to buy) $ 0.238 ( 8 ) 08/11/2024 Class B Common Stock 8,232,610 D Restricted Stock Unit $ 0 ( 9 )( 10 ) 05/21/2022 Class B Common Stock 1,538,590 D Restricted Stock Unit $ 0 ( 9 )( 11 ) 06/20/2023 Class B Common Stock 688,320 D Restricted Stock Unit $ 0 ( 9 )( 12 ) 05/25/2024 Class B Common Stock 1,772,400 D Restricted Stock Unit $ 0 ( 9 )( 12 ) 02/09/2025 Class B Common Stock 297,320 D Class B Common Stock $ 0 ( 13 ) ( 13 ) Class A Common Stock 534,320 D Class B Common Stock $ 0 ( 13 ) ( 13 ) Class A Common Stock 821,030 I By ZLZ Trust ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zhang Sheng ONE SANSOME STREET, 40TH FLOOR SAN FRANCISCO, CA94104 X Signatures /s/ Devang Shah, attorney-in-fact 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on February 22, 2012 and an additional 1/48th of the options vested monthly thereafter for a period of 3 years. ( 2 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on May 20, 2012 and an additional 1/48th of the options vested monthly thereafter for a period of 3 years. ( 3 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on August 22, 2012 and an additional 1/48th of the options vested monthly thereafter for a period of 3 years. ( 4 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on September 8, 2012 and an additional 1/48th of the options vested monthly thereafter. ( 5 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 25% of the options vested on April 19, 2013 and an additional 1/48th of the options vested monthly thereafter. ( 6 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/48th of the options vested monthly thereafter for a period of 3 years beginning on March 22, 2013. ( 7 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/48th of the options vested monthly beginning on December 17, 2013 for a period of 4 years. ( 8 )Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/48th of the options vested monthly beginning on July 9, 2014 for a period of 4 years. ( 9 )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. ( 10 )The restricted stock units ("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 service, 25% of the RSUs vested on January 1, 2016, with 1/48th of the RSUs vesting monthly thereafter for a period of 3 years. ( 11 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the Company's 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 service, 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. ( 12 )The RSUs granted to the reporting person are subject to a liquidity-based vesting requirement, which will be satisfied upon the Company's 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 service, 1/60th of the RSUs will vest monthly beginning on February 1, 2018. ( 13 )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. ( 14 )The shares are held by directly by ZLZ Trust, of which the Reporting Person is a beneficiary.

Remarks: Exhibit 24 - Power of Attorney

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