Joe Lonsdale - May 14, 2021 Form 4 Insider Report for ContextLogic Inc. (WISH)

Role: Director, 10%+ Owner
Signature: /s/ Joe Lonsdale
Stock symbol: WISH
Transactions as of: May 14, 2021
Transactions value $: $17,000
Form type: 4
Date filed: 5/18/2021, 04:51 PM
Next filing: Jun 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WISH	Class A Common Stock	Other	$0	-1.47M	-100%	$0.00^*	0	May 14, 2021	See Footnote	F1, F2
transaction	WISH	Class A Common Stock	Other	$0	+422K		$0.00	422K	May 14, 2021	Direct	F3
transaction	WISH	Class A Common Stock	Other	$0	+99.5K		$0.00	99.5K	May 14, 2021	See Footnote	F4, F5
transaction	WISH	Class A Common Stock	Other	$0	+31.4K		$0.00	31.4K	May 14, 2021	See Footnote	F6, F7
transaction	WISH	Class A Common Stock	Other	$0	+5.44K		$0.00	5.44K	May 14, 2021	See Footnote	F8, F9
transaction	WISH	Class A Common Stock	Other	$0	-2.45M	-100%	$0.00^*	0	May 14, 2021	See Footnote	F10, F11
holding	WISH	Class A Common Stock						56.4M	May 14, 2021	See Footnote	F12
holding	WISH	Class A Common Stock						2.05M	May 14, 2021	See Footnote	F13
holding	WISH	Class A Common Stock						5.4M	May 14, 2021	See Footnote	F14
holding	WISH	Class A Common Stock						1.58M	May 14, 2021	See Footnote	F15

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WISH	Stock Option (right to buy)	Options Exercise	$0	-250K	-100%	$0.00^*	0	May 17, 2021	Class B Common Stock	250K	$0.07	Direct	F16, F17
transaction	WISH	Class B Common Stock	Options Exercise	$17K	+250K		$0.07^*	250K	May 17, 2021	Class A Common Stock	250K		Direct	F16, F18

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Anduin I, L.P. ("Anduin I") to its partners.
F2	The shares are held of record directly by Anduin I. Anduin Capital Management, LLC ("Anduin GP") is the general partner of Anduin I. 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 I. Each of Anduin GP and the Reporting Person disclaims beneficial ownership of the securities held by Anduin I and this report shall not be deemed an admission that Anduin 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.
F3	Represents a change in the form of ownership of the Reporting Person 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 Anduin I.
F4	Represents a change in the form of ownership of Anduin 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 Anduin I.
F5	These shares are held of record directly by 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.
F6	Represents a change in the form of ownership of Pacific Premier Trust Roth IRA fbo Joe Lonsdale ("Roth IRA") 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 Anduin I.
F7	The shares are held of record directly by 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.
F8	Represents a change in the form of ownership of Tiberius Venture Partners ("TVP") 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 Anduin I.
F9	These shares are held of record directly by 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.
F10	Represents a pro rata distribution, and not a purchase or sale, without additional consideration by CL SPV, L.P. ("CL SPV") to its partners.
F11	The shares are held of record directly by CL SPV. 8VC GP I, LLC ("8VC GP I") is the general partner of CL SPV. The Reporting Person, a member of the Issuer's board of directors, is the sole managing member of 8VC GP I and may be deemed to have sole voting and dispositive power with respect to the shares held by CL SPV. Each of 8VC GP I and the Reporting Person disclaims beneficial ownership of the securities held by CL SPV and this report shall not be deemed an admission that 8VC GP I 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.
F12	The shares are held of record directly by Formation8 Partners Fund I, L.P. ("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.
F13	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.
F14	The shares are held of record directly by F8 Starlight SPV, L.P. ("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.
F15	The shares are held of record directly by F8 Starlight II SPV, L.P. ("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.
F16	The exercise price as reported in the Reporting Person's Form 3 filed with the Securities and Exchange Commission on December 15, 2020 was inadvertently listed as $0.68, but due to a 10-for-1 stock split that occurred in connection with the Issuer's initial public offering, the exercise price is actually $0.068.
F17	Options granted under the ContextLogic Inc. 2010 Stock Plan. 1/24th of the option shares vested and became exercisable on a monthly basis beginning on October 20, 2010.
F18	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.