FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bahri Rajat
2. Issuer Name and Ticker or Trading Symbol

ContextLogic Inc. [ WISH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

ONE SANSOME STREET, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2021
(Street)

SAN FRANCISCO, CA 94104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 5/15/2021  C(1)  323305 A$0.00 1160297 D  
Class A Common Stock 6/15/2021  C(1)  173844 A$0.00 1148630 (2)D  
Class A Common Stock 7/15/2021  C(1)  49654 A$0.00 1110248 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (3)(4)5/15/2021  C (1)    323305 (5)  (3)(4) (3)(4)Class A Common Stock 323305 $0.00 0 D  
Class B Common Stock  (3)(4)6/15/2021  C (1)    173844 (5)  (3)(4) (3)(4)Class A Common Stock 173844 $0.00 0 D  
Class B Common Stock  (3)(4)7/15/2021  C (1)    49654 (5)  (3)(4) (3)(4)Class A Common Stock 49654 $0.00 0 D  

Explanation of Responses:
(1) Represents the conversion of Class B Common Stock, issued upon settlement of vested Restricted Stock Units, into Class A Common Stock held of record by the Reporting Person.
(2) Includes 2,083 shares acquired under ContextLogic Inc.'s employee stock purchase plan on May 20, 2021.
(3) 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 board of directors, after the death or permanent incapacity of the issuer's founder, CEO, and Chairperson.
(4) Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except certain permitted transfers.
(5) The Reporting Person elected to convert the Class B Common Stock, issued upon settlement of vested Restricted Stock Units, to Class A Common Stock on a 1-for-1 basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bahri Rajat
ONE SANSOME STREET, 40TH FLOOR
SAN FRANCISCO, CA 94104


Chief Financial Officer

Signatures
/s/ Renee Jackson, Attorney-in-Fact7/22/2021
**Signature of Reporting PersonDate

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