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    SEC Form SC 13G/A filed by ContextLogic Inc. (Amendment)

    2/14/23 7:25:45 AM ET
    $WISH
    Durable Goods
    Consumer Discretionary
    Get the next $WISH alert in real time by email
    SC 13G/A 1 tm236535d1_sc13ga.htm SC 13G/A

     

     

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 2) *

     

    ContextLogic Inc.

    (Name of Issuer)

     

    Class A common stock, par value $0.0001 per share

    (Title of Class of Securities)

     

    21077C 10 7

    (CUSIP Number)

     

    December 31, 2022

    (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. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    GGV Capital IV L.P.
    2. Check the Appropriate Box if a Member of a Group (see instructions)  
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Delaware, United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power

    6. Shared Voting Power
    20,038,408 Class A common stock (2)
    7. Sole Dispositive Power

    8. Shared Dispositive Power
    20,038,408 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    20,038,408 Class A common stock (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
    3.0% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    PN

     

    (1)This statement on Schedule 13G is filed by GGV Capital IV L.P., GGV Capital IV Entrepreneurs Fund L.P., GGV Capital Select L.P., GGV Capital IV L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held directly by GGV Capital IV, L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 2

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    GGV Capital IV Entrepreneurs Fund L.P.
    2. Check the Appropriate Box if a Member of a Group (see instructions)  
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Delaware, United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    424,859 Class A common stock (2)
    7. Sole Dispositive Power
     
     
    8. Shared Dispositive Power
    424,859 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    424,859 Class A common stock (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
    0.1% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    PN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held directly by GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 3

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    GGV Capital Select L.P.
    2. Check the Appropriate Box if a Member of a Group (see instructions)  
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Delaware, United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    5,244,232 Class A common stock (2)
    7. Sole Dispositive Power
     
     
    8. Shared Dispositive Power
    5,244,232 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    5,244,232 Class A common stock (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
    0.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    PN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held directly by GGV Capital Select L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 4

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    GGV Capital IV L.L.C.
    2. Check the Appropriate Box if a Member of a Group (see instructions)  
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Delaware, United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    20,463,267 Class A common stock (2)
    7. Sole Dispositive Power
     
    8. Shared Dispositive Power
    20,463,267 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    20,463,267 Class A common stock (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
    3.0% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    OO

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Consists of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., and (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 5

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    GGV Capital Select L.L.C.
    2. Check the Appropriate Box if a Member of a Group (see instructions)  
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Delaware, United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    5,244,232 Class A common stock (2)
    7. Sole Dispositive Power
     
    8. Shared Dispositive Power
    5,244,232 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    5,244,232 Class A common stock (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
    0.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    OO

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)The shares are held directly by GGV Capital Select L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 6

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    Jixun Foo
    2. Check the Appropriate Box if a Member of a Group (see instructions)
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Singapore

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    25,707,499 Class A common stock (2)
    7. Sole Dispositive Power
     
    8. Shared Dispositive Power
    25,707,499 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    25,707,499 Class A common stock (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
    3.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    IN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Consists of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 7

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    Glenn Solomon
    2. Check the Appropriate Box if a Member of a Group (see instructions)
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    25,707,499 Class A common stock (2)
    7. Sole Dispositive Power
     
    8. Shared Dispositive Power
    25,707,499 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    25,707,499 Class A common stock (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
    3.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    IN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Consists of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 8

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    Jenny Hong Wei Lee
    2. Check the Appropriate Box if a Member of a Group (see instructions)
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    Singapore

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    25,707,499 Class A common stock (2)
    7. Sole Dispositive Power
     
    8. Shared Dispositive Power
    25,707,499 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    25,707,499 Class A common stock (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
    3.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    IN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Consists of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 9

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    Jeffrey Gordon Richards
    2. Check the Appropriate Box if a Member of a Group (see instructions)
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
     
    6. Shared Voting Power
    25,707,499 Class A common stock (2)
    7. Sole Dispositive Power
     
    8. Shared Dispositive Power
    25,707,499 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    25,707,499 Class A common stock (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
    3.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    IN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Consists of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 10

     

     

    CUSIP No. 21077C 10 7 13G  

     

    1. Names of Reporting Persons
    Hans Tung
    2. Check the Appropriate Box if a Member of a Group (see instructions)
      (a)   ¨  
      (b)   x (1)  
    3. SEC USE ONLY
    4. Citizenship or Place of Organization
    United States of America

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With:
    5. Sole Voting Power
    24,720 Class A common stock 
    6. Shared Voting Power
    25,707,499 Class A common stock (2)
    7. Sole Dispositive Power
    24,720 Class A common stock 
    8. Shared Dispositive Power
    25,707,499 Class A common stock (2)

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
    25,732,219 Class A common stock (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
    3.8% of Class A common stock (3)
    12. Type of Reporting Person (see instructions)
    IN

     

    (1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

     

    (2)Includes of (i) 20,038,408 Class A common stock held by GGV Capital IV L.P., (ii) 424,859 Class A common stock held by GGV Capital IV Entrepreneurs Fund L.P., (iii) 5,244,232 Class A common stock held by GGV Capital Select L.P. GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee and Jeffrey Gordon Richards own no securities of the Issuer directly.

     

    (3)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 11

     

     

    CUSIP No. 21077C 10 7 13G  

     

    Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A Common Stock, par value $0.0001 per share ContextLogic Inc. (the “Issuer”).

     

    Item 1(a).Name of Issuer:

     

    ContextLogic Inc.

     

    Item 1(b).Address of Issuer’s Principal Executive Officers:

     

    One Sansome Street, 40th Floor

    San Francisco, California 94104

     

    Item 2(a).Name of Person(s) Filing:

     

    GGV Capital IV L.P. 

    GGV Capital IV Entrepreneurs Fund L.P. 

    GGV Capital IV L.L.C. 

    GGV Capital Select L.P. 

    GGV Capital Select L.L.C. 

    Jixun Foo 

    Glenn Solomon 

    Jenny Hong Wei Lee 

    Jeffrey Gordon Richards 

    Hans Tung

     

    Item 2(b).Address of Principal Business Office:

     

    GGV Capital 

    3000 Sand Hill Road, Suite 4-230 

    Menlo Park, California 94025 

    United States of America

     

    Item 2(c).Citizenship or Place of Organization:

     

      Name Citizenship or Place of Organization
      1. GGV Capital IV L.P. Delaware, United States of America
      2. GGV Capital IV Entrepreneurs Fund L.P. Delaware, United States of America
      3. GGV Capital IV L.L.C. Delaware, United States of America
      4. GGV Capital Select L.P. Delaware, United States of America
      5. GGV Capital Select L.L.C. Delaware, United States of America
      6. Jixun Foo Singapore
      7. Glenn Solomon United States of America
      8. Jenny Hong Wei Lee Singapore
      9. Jeffrey Gordon Richards United States of America
      10. Hans Tung United States of America

     

    Item 2(d).Title of Class of Securities:

     

    Class A Common Stock, par value $0.0001 per share

     

    Item 2(e).CUSIP Number:              21077C 10 7

     

    Page 12

     

     

    CUSIP No. 21077C 10 7 13G  

     

    Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

     

    Not applicable.

     

    Item 4(a).Amount Beneficially Owned:

     

    Item 4(b).Percent of Class:

     

    Item 4(c).Number of shares as to which such persons have:

     

    The following information with respect to the ownership of Class A common stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2022:

     

    Reporting Persons  Shares Held
    Directly
       Shared
    Voting Power
       Shared
    Dispositive
    Power
       Beneficial
    Ownership
       Percentage
    of Class A
    Common
    Stock (2)
     
    GGV Capital IV L.P.   20,038,408    20,038,408    20,038,408    20,038,408    3.0%
    GGV Capital IV Entrepreneurs Fund L.P.   424,859    424,859    424,859    424,859    0.1%
    GGV Capital Select L.P.   5,244,232    5,244,232    5,244,232    5,244,232    0.8%
    GGV Capital IV L.L.C. (1)   0    20,463,267    20,463,267    20,463,267    3.0%
    GGV Capital Select L.L.C. (1)   0    5,244,232    5,244,232    5,244,232    0.8%
    Jixun Foo (1)   0    25,707,499    25,707,499    25,707,499    3.8%
    Glenn Solomon (1)   0    25,707,499    25,707,499    25,707,499    3.8%
    Jenny Hong Wei Lee (1)   0    25,707,499    25,707,499    25,707,499    3.8%
    Jeffrey Gordon Richards (1)   0    25,707,499    25,707,499    25,707,499    3.8%
    Hans Tung (1)   24,720    25,707,499    25,707,499    25,732,219    3.8%

     

    (1)GGV Capital IV L.L.C. serves as the General Partner of GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. As such, GGV Capital IV L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital IV L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital IV L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital IV L.P. and GGV Capital IV Entrepreneurs Fund L.P. GGV Capital Select L.L.C. serves as the General Partner of GGV Capital Select L.P. As such, GGV Capital Select L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. GGV Capital Select L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital Select L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital Select L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital Select L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee and Jeffrey Gordon Richards own no securities of the Issuer directly.

     

    (2)The percentage of Class A common stock beneficially owned by each of the Reporting Persons is based on a total of 677 million shares of Class A common stock of the Issuer outstanding as of October 31, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 9, 2022.

     

    Page 13

     

     

    CUSIP No. 21077C 10 7 13G  

     

    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 Persons have 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:

     

    Not applicable.

     

    Item 9.Notice of Dissolution of Group:

     

    Not applicable.

     

    Item 10.Certification:

     

    Not applicable.

     

    Page 14

     

     

    SIGNATURES

     

    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, 2023

     

    GGV Capital IV L.P.   
    GGV CAPITAL IV ENTREPRENEURS FUND L.P.   
    BY: GGV Capital IV L.L.C.   
    ITS: General Partner  
         
    By: /s/ Terence Jen   
      Terence Jen   
      Attorney-in-Fact  
         
    GGV Capital IV L.L.C.  
         
    By: /s/ Terence Jen   
      Terence Jen   
      Attorney-in-Fact  
         
    GGV CAPITAL SELECT L.P.   
    BY: GGV Capital SELECT L.L.C.   
    ITS: General Partner  
         
    By: /s/ Terence Jen   
      Terence Jen   
      Attorney-in-Fact  
         
    GGV Capital SELECT L.L.C.  
         
    By: /s/ Terence Jen   
      Terence Jen   
      Attorney-in-Fact  
         
    /s/ Jixun Foo   
    Jixun Foo  
         
    /s/ Glenn Solomon   
    Glenn Solomon  
         
    /s/ Jeffrey Gordon Richards   
    Jeffrey Gordon Richards  
         
    /s/ Hans Tung   
    Hans Tung  
         
    /s/ Jenny Hong Wei Lee   
    Jenny Hong Wei Lee  

     

    Page 15

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