SC 13G 1 tm216740d4_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )

Under the Securities Exchange Act of 1934

Contextlogic, INC.

(Name of Issuer)

Class A common stock, $0.0001 par value 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)

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

Page 2 of 13 Pages

1.	Name of Reporting Persons The Founders Fund V, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 46,739,070 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 46,739,070 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,739,070 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 9.8% (2)
12.	Type of Reporting Person (See Instructions) PN

(1)

Consists of Class A common stock of the Issuer held by the reporting person.

(2)

This percentage is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based upon 478,122,851 outstanding shares of the Issuer’s Class A common stock following the completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated December 18, 2020, as filed with the Securities and Exchange Commission on December 18, 2020. The reported shares represent 8.0% of the total common stock of the Issuer.

CUSIP No. 21077C107

Page 3 of 13 Pages

1.	Name of Reporting Persons The Founders Fund V Entrepreneurs Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 661,510 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 661,510 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 661,510 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.1% (2)
12.	Type of Reporting Person (See Instructions) PN

(1)

Consists of Class A common stock of the Issuer held by the reporting person.

(2)

CUSIP No. 21077C107

Page 4 of 13 Pages

1.	Name of Reporting Persons The Founders Fund V Principals Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 12,572,820 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 12,572,820 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,572,820 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 2.6% (2)
12.	Type of Reporting Person (See Instructions) PN

(1)

Consists of Class A common stock of the Issuer held by the reporting person.

(2)

CUSIP No. 21077C107

Page 5 of 13 Pages

1.	Name of Reporting Persons The Founders Fund V Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 59,973,400 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 59,973,400 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 59,973,400 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 12.5% (2)
12.	Type of Reporting Person (See Instructions) OO

(1)

Consists of Class A common stock of the Issuer held by The Founders Fund V, LP, The Founders Fund V Entrepreneurs Fund, LP and The Founders Fund V Principals Fund, LP. The reporting person is the general partner of these partnerships and may be deemed to beneficially own the shares held by such partnerships.

(2)

CUSIP No. 21077C107

Page 6 of 13 Pages

1.	Name of Reporting Persons FF Wish VI, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,503,720 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,503,720 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,503,720 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.5% (2)
12.	Type of Reporting Person (See Instructions) OO

(1)

Consists of 1,801,180 shares of Class A common stock and 702,540 shares of Class A common stock issuable upon conversion of Class B common stock of the Issuer held by the reporting person. Each share of Class B common stock of the Issuer is convertible into one share of Class A common stock.

(2)

CUSIP No. 21077C107

Page 7 of 13 Pages

1.	Name of Reporting Persons The Founders Fund VI Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 2,503,720 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 2,503,720 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,503,720 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.5% (2)
12.	Type of Reporting Person (See Instructions) OO

(1)

Consists of Class A common stock of the Issuer and Class A common stock issuable upon conversion of Class B common stock of the Issuer, in each case held by FF Wish VI, LLC. The reporting person is the managing member of this entity and may be deemed to beneficially own the shares held by such entity.

(2)

CUSIP No. 21077C107

Page 8 of 13 Pages

1.	Name of Reporting Persons Peter Thiel
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 62,477,120 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 62,477,120 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 62,477,120 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 13.0% (2)
12.	Type of Reporting Person (See Instructions) IN

(1)

Consists of Class A common stock of the Issuer that may be deemed to be beneficially owned by The Founders Fund V Management, LLC and The Founders Fund VI Management, LLC. The reporting person is a managing member of each of The Founders Fund V Management, LLC and The Founders Fund VI Management, LLC and shares voting and dispositive power over such shares.

(2)

CUSIP No. 21077C107

Page 9 of 13 Pages

1.	Name of Reporting Persons Brian Singerman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ý
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 62,477,120 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 62,477,120 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 62,477,120 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 13.0% (2)
12.	Type of Reporting Person (See Instructions) IN

(1)

(2)

CUSIP No. 21077C107

Page 10 of 13 Pages

Item 1(a)

Name of Issuer

ContextLogic, Inc.

Item 1(b)

Address of Issuer's Principal Executive Offices

One Sansome Street, 40^th Floor

San Francisco, California 94104

Item 2(a)

Name of Person Filing

This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

The Founders Fund V, LP

The Founders Fund V Entrepreneurs Fund, LP

The Founders Fund V Principals Fund, LP

The Founders Fund V Management, LLC

FF Wish VI, LLC

The Founders Fund VI Management, LLC

Peter Thiel

Brian Singerman

Item 2(b)

Address of Principal Business Office or, if none, Residence

The address of each of the Reporting Persons is:

c/o	The Founders Fund

One Letterman Drive Building D, Suite 500

San Francisco, California 94129

Item 2(c)

Citizenship

The Founders Fund V, LP is organized in Delaware

The Founders Fund V Entrepreneurs Fund, LP is organized in Delaware

The Founders Fund V Principals Fund, LP is organized in Delaware

The Founders Fund V Management, LLC is organized in Delaware

FF Wish VI, LLC is organized in Delaware

The Founders Fund VI Management, LLC is organized in Delaware

Peter Thiel is a United States citizen

Brian Singerman is a United States citizen

Item 2(d)

Title of Class of Securities

Class A common stock, $0.0001 par value per share

Item 2(e)

CUSIP Number

21077C107

Item 3

Not applicable.

Item 4

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1

(a) Amount beneficially owned: See Row 9 of pages 2-9

(b) Percent of class: See Row 11 of pages 2-9

CUSIP No. 21077C107

Page 11 of 13 Pages

(i) Sole power to vote or to direct the vote: See Row 5 of pages 2-9

(ii) Shared power to vote or to direct the vote: See Row 6 of pages 2-9

(iii) Sole power to dispose or to direct the disposition of: See Row 7 of pages 2-9

(iv) Shared power to dispose or to direct the disposition of: See Row 8 of pages 2-9

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 person has 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

The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certification

Not applicable.

CUSIP No. 21077C107

Page 12 of 13 Pages

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 16, 2021

	The Founders Fund V, LP
	The Founders Fund V Entrepreneurs Fund, LP
	The Founders Fund V Principals Fund, LP
	By:	The Founders Fund V Management, LLC
	Their:	General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member


	The Founders Fund V Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member


	FF Wish VI, LLC
	By:	The Founders Fund VI Management, LLC
	Their:	General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member


	The Founders Fund VI Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member

	/s/ Peter Thiel
	Peter Thiel

	/s/ Brian Singerman
	Brian Singerman

EXHIBITS

Joint Filing Agreement

CUSIP No. 21077C107

Page 13 of 13 Pages

EXHIBIT A: JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of ContextLogic, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 16^th day of February, 2021.

	The Founders Fund V, LP
	The Founders Fund V Entrepreneurs Fund, LP
	The Founders Fund V Principals Fund, LP
	By:	The Founders Fund V Management, LLC
	Their:	General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member


	The Founders Fund V Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member


	FF Wish VI, LLC
	By:	The Founders Fund VI Management, LLC
	Their:	General Partner
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member


	The Founders Fund VI Management, LLC
	By:	/s/ Peter Thiel
	Name:	Peter Thiel
	Title:	Managing Member

	/s/ Peter Thiel
	Peter Thiel

	/s/ Brian Singerman
	Brian Singerman

SEC Form SC 13G filed