Joe Lonsdale - 12 Nov 2021 Form 4 Insider Report for ContextLogic Inc. (LOGC)

Footnote F1

Represents the number 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 its partners.

Footnote F2

The shares are held of record directly by 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.

Footnote F3

Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 LP to its partners.

Footnote F4

Represents a change in the form of ownership of The Joseph Todd Lonsdale Trust Dated March 4, 2015 ("JTL Trust") 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.

Footnote F5

The shares are held of record directly by JTL Trust. The Reporting person, a member of the Issuer's board of directors, is the sole trustee of JTL Trust and may be deemed to have sole voting and dispositive power with respect to the shares held by JTL Trust.

Footnote F6

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.

Footnote F7

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.

Footnote F8

Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by F8 GP to members.

Footnote F9

Represents a change in the form of ownership of JTL Trust 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 GP.

Footnote F10

Represents a change in the form of ownership of Lonsdale Family Holdings 2, LLC ("Family Holdings") 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 GP.

Footnote F11

The shares are held of record directly by Family Holdings. The Reporting person, a member of the Issuer's board of directors, is the manager of Family Holdings and may be deemed to have sole voting and dispositive power with respect to the shares held by Family Holdings.

Footnote F12

The shares are held of record directly by Anduin Capital Management, LLC ("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.

Footnote F13

The shares are held of record directly by Pacific Premier Trust Roth IRA fbo Joe Lonsdale ("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.

Footnote F14

These shares are held of record directly by Tiberius Venture Partners ("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.

Footnote F15

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.

Footnote F16

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.

Footnote F17

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.