Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-18-008252
Date:2018-02-23
Issuer: FACEBOOK INC (FB)
Original Submission Date:

Reporting Person:

ZUCKERBERG MARK
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 2018-02-23 S 8,800 d $180.21 9,583,950 indirect f3
CLASS A COMMON STOCK 2018-02-23 S 28,821 d $181.29 9,555,129 indirect f3
CLASS A COMMON STOCK 2018-02-23 S 34,964 d $182.17 9,520,165 indirect f3
CLASS A COMMON STOCK 2018-02-23 S 19,915 d $182.93 9,500,250 indirect f3
CLASS A COMMON STOCK 2018-02-23 C 127,500 a $0.00 127,500 indirect f7
CLASS A COMMON STOCK 2018-02-23 S 10,900 d $180.23 116,600 indirect f7
CLASS A COMMON STOCK 2018-02-23 S 35,833 d $181.25 80,767 indirect f7
CLASS A COMMON STOCK 2018-02-23 S 49,921 d $182.09 30,846 indirect f7
CLASS A COMMON STOCK 2018-02-23 S 30,846 d $182.91 0 indirect f7
CLASS A COMMON STOCK 2018-02-23 0 $0.00 488,368 indirect f12
CLASS A COMMON STOCK 2018-02-23 0 $0.00 582,765 indirect f13
CLASS A COMMON STOCK 2018-02-23 0 $0.00 66,500 indirect f14
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
CLASS B COMMON STOCK 0.0 2018-02-23 deemed execution date C 127,500 (d) class a common stock 127,500 $0.00 388,011,693 indirect by czi holdings, llc
CLASS B COMMON STOCK 0.0 2018-02-23 deemed execution date 0 ( ) class a common stock 1,908,602 $0.00 1,908,602 indirect by chan zuckerberg foundation
CLASS B COMMON STOCK 0.0 2018-02-23 deemed execution date 0 ( ) class a common stock 5,676,058 $0.00 5,676,058 indirect by mark zuckerberg, trustee of the mark zuckerberg trust dated july 7, 2006
Footnotes
IDfootnote
f1 the sales reported were effected by mark zuckerberg, trustee and settlor of the chan zuckerberg foundation ("cz foundation") and czi holdings, llc ("czi"), as applicable, pursuant to their rule 10b5-1 trading plans. these sales are part of the plan mr. zuckerberg announced in september 2017 to sell 35 million to 75 million facebook shares over approximately 18 months from the date of that announcement in order to fund the philanthropic initiatives of mr. zuckerberg and his wife, priscilla chan, in education, science and advocacy.
f2 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.68 to $180.67 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f3 shares held of record by cz foundation. the reporting person is deemed to have voting and investment power over the shares held by cz foundation, but has no pecuniary interest in these shares.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $180.72 to $181.71 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f5 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.72 to $182.71 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f6 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.72 to $183.33 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f7 shares held of record by czi. mark zuckerberg, trustee of the mark zuckerberg trust dated july 7, 2006 ("2006 trust") is the sole member of czi. mr. zuckerberg is the sole trustee of the 2006 trust and, therefore, is deemed to have sole voting and investment power over the securities held by czi.
f8 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $179.65 to $180.63 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f9 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $180.65 to $181.64 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f10 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $181.66 to $182.64 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f11 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $182.66 to $183.34 per share, inclusive. the holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
f12 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 2, dated 5/8/2014.
f13 shares held of record by mark zuckerberg, trustee of the mark zuckerberg 2014 grat no. 3, dated 5/8/2014.
f14 shares held of record by chan zuckerberg advocacy. the reporting person is deemed to have voting and investment power over the shares held by chan zuckerberg advocacy, but has no pecuniary interest in these shares.
f15 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.
f16 shares held of record by mark zuckerberg, trustee of the 2006 trust.
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