SC 13G 1 formsc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

ContextLogic Inc.

(Name of Issuer)

Class A Common Stock, par value of $0.0001 per share

(Title of Class of Securities)

21077C107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

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

	[ ]	Rule 13d-1(b)

	[ ]	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).

CUSIP No. 21077C107

1.	Names of Reporting Persons Sheng Zhang
2.	Check the Appropriate Box if a Member of a Group (see instructions)

	(a) [ ]
	(b) [ ]
3.	SEC USE ONLY

4.	Citizenship or Place of Organization

	China

Number of

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

26,691,290 (1)(2)

Shared Voting Power

None.

Sole Dispositive Power

26,691,290 (1)(2)

Shared Dispositive Power

None.

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,691,290 (1)(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [ ]

11.	Percent of Class Represented by Amount in Row 9 5.30% (2)(3)(4)(5)
12.	Type of Reporting Person (see instructions) IN

	(1)	Consists of (i) 534,320 shares of Class B common stock, (ii) 21,310,890 shares of Class B common stock issuable upon exercise of options exercisable within 60 days of December 31, 2020, (iii) 4,261,460 shares of Class B common stock issuable upon vesting and settlement of restricted stock units within 60 days of December 31, 2020, and (iv) 821,030 shares of Class B common stock beneficially owned by Mr. Zhang in his capacity as trustee of the ZLZ Trust. Mr. Zhang also holds 35,170 restricted stock units which are subject to vesting conditions not expected to be satisfied within 60 days of December 31, 2020.
	(2)	Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.
	(3)	Based on the aggregate number of shares of Class B Common Stock beneficially owned by Mr. Zhang, which is treated as converted into Class A Common Stock only for purposes of computing his percentage ownership.
	(4)	Based on 478,122,851 shares of Class A Common Stock outstanding as of December 31, 2020, as reported by the Issuer to Mr. Zhang, plus the number of shares of Class B Common Stock issuable upon exercise of options held by Mr. Zhang exercisable within 60 days of December 31, 2020 and the number of shares of Class B Common Stock issuable upon vesting and settlement of restricted stock units within 60 days of December 31, 2020 held by Mr. Zhang, which are treated as converted into Class A Common Stock only for the purpose of computing his percentage ownership.
	(5)	Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to twenty votes. There were 108,859,160 shares of Class B Common Stock outstanding as of December 31, 2020, as reported by the Issuer to Mr. Zhang, including the 1,355,350 shares of Class B Common Stock outstanding beneficially owned by Mr. Zhang, consisting of (i) 534,320 shares of Class B Common Stock and (ii) 821,030 shares of Class B common stock beneficially owned by Mr. Zhang in his capacity as trustee of the ZLZ Trust. The 108,859,160 shares of Class B Common Stock outstanding as of December 31, 2020 does not include the (a) 21,310,890 shares of Class B common stock issuable upon exercise of options exercisable within 60 days of December 31, 2020 held by Mr. Zhang or (b) 4,261,460 shares of Class B common stock issuable upon vesting and settlement of restricted stock units exercisable within 60 days of December 31, 2020 held by Mr. Zhang. The percentage reported does not reflect the twenty-for-one voting power of the Class B Common Stock.

Item 1(a).	Name of Issuer: ContextLogic Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices: One Sansome Street 40th Floor San Francisco, CA 94104
Item 2(a).	Name of Person Filing: Sheng Zhang
Item 2(b).	Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is: Jing’an Kerry Residence 2308, Shanghai, China
Item 2(c).	Citizenship: China
Item 2(d).	Title of Class of Securities: Class A Common Stock, $0.0001 per share.
Item 2(e).	CUSIP Number: 21077C107
Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

Item 4.

Ownership

(a)

Amount beneficially owned:

See Row 9 of the cover page for the Reporting Person.

(b)

Percent of class:

See Row 11 of the cover page for the Reporting Person.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for the Reporting Person.

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for the Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for the Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for the Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6.

Ownership of More than 5 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 or Control Person.

Not applicable.

Identification and Classification of Members of the Group

Not applicable.

Item 8.

Notice of Dissolution of a Group

Not applicable.

Item 9.

Certification

Not applicable.

SIGNATURE

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 15, 2021

SHENG ZHANG

/s/ Sheng Zhang

SEC Form SC 13G filed