Sec Form 13G Filing - GGV Capital IV L.P. filing for ContextLogic Inc. (WISH) - 2021-02-12

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.        ) *

ContextLogic Inc.

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o            Rule 13d-1(b)

o            Rule 13d-1(c)

x           Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)         This statement on Schedule 13G is filed by GGV Capital IV L.P., GGV Capital IV Entrepreneurs Fund L.P., GGV Capital Select L.P., GGV Capital IV L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held directly by GGV Capital IV, L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to 4,599,080 shares of Class B Common Stock that are subject to an irrevocable proxy in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

2

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held directly by GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to 97,520 shares of Class B Common Stock that are subject to an irrevocable proxy in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

3

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held directly by GGV Capital Select L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

4

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 30,828,290 Class A common stock held by GGV Capital IV L.P., and (ii) 653,660 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

5

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares are held directly by GGV Capital Select L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

6

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 30,828,290 Class A common stock held by GGV Capital IV L.P., (ii) 653,660 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290 Class A common stock held by GGV Capital Select L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital I V L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

7

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 30,828,290 Class A common stock held by GGV Capital IV L.P., (ii) 653,660 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290 Class A common stock held by GGV Capital Select L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

8

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 30,828,290 Class A common stock held by GGV Capital IV L.P., (ii) 653,660 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290 Class A common stock held by GGV Capital Select L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

9

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 30,828,290 Class A common stock held by GGV Capital IV L.P., (ii) 653,660 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290 Class A common stock held by GGV Capital Select L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

10

(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 30,828,290 Class A common stock held by GGV Capital IV L.P., (ii) 653,660 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 6,555,290 Class A common stock held by GGV Capital Select L.P.  GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

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Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A Common Stock, par value $0.0001 per share ContextLogic Inc. (the “Issuer”).

Item 1(a).            Name of Issuer:

ContextLogic Inc.

Item 1(b).            Address of Issuer’s Principal Executive Officers:

One Sansome Street, 40th Floor

San Francisco, California  94104

Item 2(a).            Name of Person(s) Filing:

Item 2(b).            Address of Principal Business Office:

GGV Capital

3000 Sand Hill Road, Suite 4-230

Menlo Park, California  94025

United States of America

Item 2(c).             Citizenship or Place of Organization:

Item 2(d).            Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

Item 2(e).             CUSIP Number:                                   21077C 10 7

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Item 3.                           If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4(a).                  Amount Beneficially Owned:

Item 4(b).                  Percent of Class:

Item 4(c).                   Number of shares as to which such persons have:

The following information with respect to the ownership of Class A common stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2020:

(1)   Represents the number of Class A common stock and Class B common stock currently held by the Reporting Persons.

(2)   GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  As such, GGV Capital IV L.L.C. possesses power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital IV L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting (other than with respect to an aggregate of 4,696,000 shares of Class B Common Stock that are subject to irrevocable proxies in favor of the founder and chief executive officer of the Issuer) and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P.  GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P.  As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  GGV Capital Select L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)   The percentage of common stock beneficially owned by each of the Reporting Persons is based on a total of 586,982,011 shares of common stock (being the sum of 478,122,851 Class A common stock and 108,859,160 Class B common stock) of the Issuer outstanding as of December 16, 2020, as set forth in the Issuer’s Prospectus dated December 16, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 478,122,851 Class A common stock outstanding as set forth in the Issuer’s Prospectus dated December 16, 2020.

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Item 5.                                 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:    ¨

Item 6.                                 Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.                                 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.                                 Identification and Classification of Members of the Group:

Not applicable.

Item 9.                                 Notice of Dissolution of Group:

Not applicable.

Item 10.                          Certification:

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021

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AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A common stock of ContextLogic Inc.

Dated: February 12, 2021

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