SEC Form SC 13G filed by ContextLogic Inc.

2/14/22 6:24:30 AM ET

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SC 13G 1 d299656dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

ContextLogic Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

21077C107

(CUSIP Number)

December 31, 2021

(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 9


1	NAMES OF REPORTING PERSONS Temasek Holdings (Private) Limited
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 Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 639,100
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 639,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 639,100
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%⁽¹⁾
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC

⁽¹⁾	Based on 577,000,000 shares of the Issuer’s Class A common stock outstanding as of October 31, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2021.


CUSIP No. 21077C107		Page 3 of 9


1	NAMES OF REPORTING PERSONS Temasek Capital (Private) Limited
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 Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 639,100
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 639,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 639,100
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%⁽¹⁾
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC

⁽¹⁾	Based on 577,000,000 shares of the Issuer’s Class A common stock outstanding as of October 31, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


CUSIP No. 21077C107		Page 4 of 9


1	NAMES OF REPORTING PERSONS Seletar Investments Pte Ltd
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 Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 639,100
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 639,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 639,100
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%⁽¹⁾
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC

⁽¹⁾	Based on 577,000,000 shares of the Issuer’s Class A common stock outstanding as of October 31, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


CUSIP No. 21077C107		Page 5 of 9


1	NAMES OF REPORTING PERSONS Republic Technologies Pte Ltd
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 Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 639,100
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 639,100
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 639,100
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%⁽¹⁾
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

⁽¹⁾	Based on 577,000,000 shares of the Issuer’s Class A common stock outstanding as of October 31, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.


CUSIP No. 21077C107		Page 6 of 9

Item 1(a).

Name of Issuer:

ContextLogic Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

One Sansome Street 33rd Floor, San Francisco, CA 94104

Item 2(a).

Name of Person Filing:

This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

(i)

Temasek Holdings (Private) Limited (“Temasek Holdings”);

(ii)

Temasek Capital (Private) Limited (“Temasek Capital”);

(iii)

Seletar Investments Pte Ltd (“Seletar”); and

(iv)

Republic Technologies Pte Ltd (“Republic Technologies”).

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

Item 2(c).

Citizenship:

Each of the Reporting Persons: Republic of Singapore

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $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:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

As of December 31, 2021, Republic Technologies directly owned in aggregate 639,100 shares of the Issuer’s Class A common stock. Republic Technologies is a wholly-owned subsidiary of Seletar, which in turn is a wholly-owned subsidiary of Temasek Capital, which in turn is a wholly-owned subsidiary of Temasek Holdings. Each of Seletar, Temasek Capital and Temasek Holdings, through the ownership described herein, may be deemed to beneficially own the shares of the Issuer’s Class A common stock directly owned by Republic Technologies.

(b)

Percent of class:

As of December 31, 2021, the 639,100 shares of the Issuer’s Class A common stock deemed to be beneficially owned by each of the Reporting Persons represent approximately 0.1% of the shares of the Issuer’s Class A common stock outstanding. This is based on 577,000,000 shares of the Issuer’s Class A common stock outstanding as of October 31, 2021, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 10, 2021.

(c)

Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the shares of the Issuer’s Class A common stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.

(i)

Sole power to vote or to direct the vote:


CUSIP No. 21077C107		Page 7 of 9

(ii)

Shared power to vote or to direct the vote:

639,100.

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

639,100.

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 5 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.


CUSIP No. 21077C107		Page 8 of 9

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 14, 2022	TEMASEK HOLDINGS (PRIVATE) LIMITED

	By:	/s/ Jason Norman Lee
		Name	:	Jason Norman Lee
		Title	:	Authorized Signatory

Dated: February 14, 2022	TEMASEK CAPITAL (PRIVATE) LIMITED

	By:	/s/ Gregory Tan
		Name	:	Gregory Tan
		Title	:	Director

Dated: February 14, 2022	SELETAR INVESTMENTS PTE LTD

	By:	/s/ Tabitha Sum Wei Ching
		Name	:	Tabitha Sum Wei Ching
		Title	:	Director

Dated: February 14, 2022	REPUBLIC TECHNOLOGIES PTE LTD

	By:	/s/ Tan Lay Khim
		Name	:	Tan Lay Khim
		Title	:	Director


CUSIP No. 21077C107		Page 9 of 9

LIST OF EXHIBITS


Exhibit No.		Description

99.1		Joint Filing Agreement, dated as of February 16, 2021, by and among Temasek Holdings, Temasek Capital, Seletar and Republic Technologies (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 16, 2021).

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SEC Form SC 13G filed by ContextLogic Inc.

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SEC Form SC 13G filed by ContextLogic Inc.

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