SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

DST GLOBAL IV, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED,

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2020		C		30,597,430	A	⁽¹⁾	30,597,430	D⁽²⁾
Class A Common Stock	12/18/2020		C		3,805,970	A	⁽¹⁾	34,403,400	D⁽²⁾
Class A Common Stock	12/18/2020		C		6,478,250	A	⁽¹⁾	6,478,250	I	By DST Global IV Co-Invest, L.P.⁽³⁾
Class A Common Stock	12/18/2020		C		16,195,640	A	⁽¹⁾	16,195,640	I	By DST Global V, L.P.⁽⁴⁾
Class A Common Stock	12/18/2020		C		28,585,330	A	⁽¹⁾	28,585,330	I	By DST Investments XI, L.P.⁽⁵⁾
Class A Common Stock	12/18/2020		C		13,524,220	A	⁽¹⁾	13,524,220	I	By DST Investments XV, L.P.⁽⁶⁾
Class A Common Stock	12/18/2020		C		4,608,540	A	⁽¹⁾	4,608,540	I	By DST Investments XVI, L.P.⁽⁷⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			30,597,430	⁽¹⁾	⁽¹⁾	Class A Common Stock	30,597,430	⁽¹⁾	0	D⁽²⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			3,805,970	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,805,970	⁽¹⁾	0	D⁽²⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			6,478,250	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,478,250	⁽¹⁾	0	I	By DST Global IV Co-Invest, L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			16,195,640	⁽¹⁾	⁽¹⁾	Class A Common Stock	16,195,640	⁽¹⁾	0	I	By DST Global V, L.P.⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			28,585,330	⁽¹⁾	⁽¹⁾	Class A Common Stock	28,585,330	⁽¹⁾	0	I	By DST Investments XI, L.P.⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			13,524,220	⁽¹⁾	⁽¹⁾	Class A Common Stock	13,524,220	⁽¹⁾	0	I	By DST Investments XV, L.P.⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	12/18/2020	⁽¹⁾	C			4,608,540	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,608,540	⁽¹⁾	0	I	By DST Investments XVI, L.P.⁽⁷⁾

1. Name and Address of Reporting Person^*

DST GLOBAL IV, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED,

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST Global IV Co-Invest, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST Global V, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST INVESTMENTS XI, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST Investments XV, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST Investments XVI, L.P.

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST Managers Ltd

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DST Managers V Ltd

(Last)

(First)

(Middle)

TRIDENT TRUST COMPANY (CAYMAN) LIMITED

ONE CAPITAL PLACE, PO BOX 847

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Class A Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.

2. The shares are owned directly by DST Global IV, L.P., whose general partner is DST Managers Limited. DST Managers Limited holds ultimate voting and investment power over the shares held by DST Global IV, L.P. Each of the reporting persons other than DST Global IV, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

3. The shares are owned directly by DST Global IV Co-Invest, L.P., whose general partner is DST Managers Limited. DST Managers Limited holds ultimate voting and investment power over the shares held by DST Global IV Co-Invest, L.P.. Each of the reporting persons other than DST Global IV Co-Invest, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

4. The shares are owned directly by DST Global V, L.P., whose general partner is DST Managers V Limited. DST Managers V Limited holds ultimate voting and investment power over the shares held by DST Global V, L.P.. Each of the reporting persons other than DST Global V, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

5. The shares are owned directly by DST Investments XI, L.P., whose general partner is DST Managers Limited. DST Managers Limited holds ultimate voting and investment power over the shares held by each of the reporting persons. Each of the reporting persons other than DST Investments XI, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

6. The shares are owned directly by DST Investments XV, L.P., whose general partner is DST Managers V Limited. DST Managers V Limited holds ultimate voting and investment power over the shares held by DST Investments XV, L.P.. Each of the reporting persons other than DST Investments XV, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

7. The shares are owned directly by DST Investments XVI, L.P., whose general partner is DST Managers V Limited. DST Managers V Limited holds ultimate voting and investment power over the shares held by DST Investments XVI, L.P.. Each of the reporting persons other than DST Investments XVI, L.P. may be deemed to have an indirect pecuniary interest in the shares but disclaims beneficial ownership.

Remarks:

	Despoina Zinonos, as President of its General Partner DST Managers Limited	12/18/2020
	Despoina Zinonos, as President of its General Partner DST Managers Limited	12/18/2020
	Despoina Zinonos, as President of its General Partner DST Managers V Limited	12/18/2020
	Despoina Zinonos, as President of its General Partner DST Managers Limited	12/18/2020
	Despoina Zinonos, as President of its General Partner DST Managers V Limited	12/18/2020
	Despoina Zinonos, as President of its General Partner DST Managers V Limited	12/18/2020
	Despoina Zinonos, as President	12/18/2020
	Despoina Zinonos, as President	12/18/2020
	** 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 4 (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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