Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-15-014779
Date:2015-04-15
Issuer: FACEBOOK INC (FB)
Original Submission Date:

Reporting Person:

SANDBERG SHERYL
C/O FACEBOOK, INC.
1601 WILLOW ROAD MENLO PARK, CA 94025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2015-04-15 C 74,940 a $0.00 5,285,076 direct
CLASS A COMMON STOCK 2015-04-15 S 39,104 d $82.74 5,245,972 direct
CLASS A COMMON STOCK 2015-04-15 0 $0.00 22,920 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT (RSU) (CLASS B) 0.0 2015-04-15 deemed execution date M 74,940 (d) 2021-03-24 class b common stock 74,940 $0.00 749,401 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date M 74,940 (a) class a common stock 74,940 $0.00 74,940 direct
CLASS B COMMON STOCK 0.0 2015-04-15 deemed execution date C 74,940 (d) class a common stock 74,940 $0.00 0 direct
Footnotes
IDfootnote
f1 represents the number of shares that were acquired upon conversion of class b common stock to class a common stock in connection with the settlement of the restricted stock units (the "rsus") listed in table ii.
f2 represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the rsus listed in table ii. this sale is mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
f3 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $82.29 to $83.13 per share, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).
f4 shares held of record by david b. goldberg and sheryl k. sandberg, trustees of the sandberg-goldberg family trust dated september 3, 2004.
f5 each rsu represents a contingent right to receive 1 share of the issuer's class b common stock upon settlement.
f6 the rsus vest as to 1/16th of the total shares quarterly, beginning on january 15, 2014, subject to continued service through each vesting date.
f7 the class b common stock is convertible into the issuer's class a common stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date.
f8 the holder elected to convert the shares of class b common stock into class a common stock on a 1-for-1 basis.
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