Sec Form 3 Filing - Founders Fund V Management, LLC @ ContextLogic Inc. - 2020-12-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Founders Fund V Management, LLC 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) (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (Street) SAN FRANCISCO, CA 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 801,180 I By Fund ( 2 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,000,000 I By Fund ( 2 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 526,320 I By Fund ( 3 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 10,003,380 I By Fund ( 4 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 37,187,220 I By Fund ( 5 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 44,040 I By Fund ( 3 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 837,090 I By Fund ( 4 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,111,860 I By Fund ( 5 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 78,550 I By Fund ( 3 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,492,890 I By Fund ( 4 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 5,549,780 I By Fund ( 5 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 8,500 I By Fund ( 3 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 161,550 I By Fund ( 4 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 600,560 I By Fund ( 5 ) Series G Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,100 I By Fund ( 3 ) Series G Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 77,910 I By Fund ( 4 ) Series G Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 289,650 I By Fund ( 5 ) Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 702,540 I By Fund ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Founders Fund V Management, LLC ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA X Founders Fund V Entrepreneurs Fund, LP ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA94129 X Founders Fund V Principals Fund, LP ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA94129 X Founders Fund V, LP ONE LETTERMAN DRIVE, BUILDING D 5TH FLOOR SAN FRANCISCO, CA94129 X THIEL PETER C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL. SAN FRANCISCO, CA94129 X Singerman Brian Aaron C/O THE FOUNDERS FUND ONE LETTERMAN DRIVE, BUILDING D, 5TH FL. SAN FRANCISCO, CA94129 X Signatures The Founders Fund Management V LLC, By /s/ Peter Thiel, Managing Member 12/15/2020 Signature of Reporting Person Date The Founders Fund V Entrepreneurs Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member 12/15/2020 Signature of Reporting Person Date The Founders Fund V Principals Fund, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member 12/15/2020 Signature of Reporting Person Date The Founders Fund V, LP, By The Founders Fund Management V LLC, General Partner, By /s/ Peter Thiel, Managing Member 12/15/2020 Signature of Reporting Person Date /s/ Peter Thiel 12/15/2020 Signature of Reporting Person Date /s/ Brian A. Singerman 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), on a one-for-one basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date. ( 2 )Shares held by FF Wish VI, LLC ("FF-Wish"). The Founders Fund VI Management, LLC ("FF-VIM") is the managing member of FF-Wish and may be deemed to beneficially own the shares held by FF-Wish. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-Wish and, accordingly, may be deemed to beneficially own the shares held by FF-Wish. Each of Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his respective pecuniary interest therein. ( 3 )Shares held by The Founders Fund V Entrepreneurs Fund, LP ("FF-VE"). The Founders Fund V Management, LLC ("FF-VM") is the general partner of FF-VE and may be deemed to beneficially own the shares held by FF-VE. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VE and, accordingly, may be deemed to beneficially own the shares held by FF-VE. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 4 )Shares held by The Founders Fund V Principals Fund, LP ("FF-VP"). FF-VM is the general partner of FF-VP and may be deemed to beneficially own the shares held by FF-VP. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-VP and, accordingly, may be deemed to beneficially own the shares held by FF-VP. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 5 )Shares held by The Founders Fund V, LP ("F F-V"). FF-VM is the general partner of FF-V and may be deemed to beneficially own the shares held by FF-V. Peter Thiel and Brian Singerman have shared voting and investment power over the shares held by FF-V and, accordingly, may be deemed to beneficially own the shares held by FF-V. Each of FF-VM, Mr. Thiel and Mr. Singerman disclaims beneficial ownership in these shares except to the extent of his or its respective pecuniary interest therein. ( 6 )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 offering, (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 Issuer's board of directors, after the death or permanent incapacity of the Issuer's founder, CEO, and Chairperson.

Remarks: The Reporting Persons disclaim group status and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

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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