Formation8 GP, LLC - Aug 16, 2021 Form 4 Insider Report for ContextLogic Inc. (WISH)

Role: 10%+ Owner
Signature: /s/ Joe Lonsdale, as a Managing Member of Formation8 GP, LLC
Stock symbol: WISH
Transactions as of: Aug 16, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/18/2021, 07:04 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WISH	Class A Common Stock	Conversion of derivative security	$0	+1.16M	+2.06%	$0.00	57.6M	Aug 16, 2021	See Footnote	F1, F2
transaction	WISH	Class A Common Stock	Other	$0	-12.4M	-21.61%	$0.00	45.1M	Aug 16, 2021	See Footnote	F2, F3
transaction	WISH	Class A Common Stock	Other	$0	+249K		$0.00	249K	Aug 16, 2021	Direct	F4, F5
transaction	WISH	Class A Common Stock	Other	$0	-249K	-100%	$0.00^*	0	Aug 16, 2021	Direct	F5, F6
transaction	WISH	Class A Common Stock	Other	$0	-5.4M	-100%	$0.00^*	0	Aug 16, 2021	See Footnote	F7, F8
transaction	WISH	Class A Common Stock	Other	$0	+775K		$0.00	775K	Aug 16, 2021	Direct	F5, F9
holding	WISH	Class A Common Stock						1.58M	Aug 16, 2021	See Footnote	F10

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	Class B Common Stock	Conversion of derivative security	$0	-1.16M	-20%	$0.00	4.64M	Aug 16, 2021	Class A Common Stock	1.16M		See Footnote	F1, F2, F11

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

Explanation of Responses:

Id	Content
F1	Represents the number of shares of Class A Common Stock that were acquired by Formation8 Partners Fund I, L.P. ("F8 LP") upon the conversion of Class B Common Stock shares for the purposes of effecting a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to is partners.
F2	The shares held directly by F8 LP. Formation8 GP, LLC ("F8 GP") is the general partner of F8 LP. James Kim, Brian Koo and Joe Lonsdale, 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.
F3	Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners.
F4	Represents a change in the form of ownership of F8 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 F8 LP.
F5	The shares are held of record directly by F8 GP. 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 GP. Each of the F8 GP managing members disclaims beneficial ownership of the securities held by F8 GP and this report shall not be deemed an admission that any of the 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.
F6	Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 GP to members.
F7	Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 Starlight SPV, L.P. ("F8 Starlight") to its partners.
F8	The shares are held directly by F8 Starlight. F8 GP is the general partner of F8 Starlight. James Kim, Brian Koo and Joe Lonsdale, 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.
F9	Represents a change in the form of ownership of F8 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 F8 Starlight.
F10	The shares are held of record directly by F8 Starlight II SPV, L.P. ("F8 Starlight II"). F8 GP is the general partner of 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.
F11	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.