Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-18-014424
Date:2018-04-10
Issuer: FACEBOOK INC (FB)
Original Submission Date:

Reporting Person:

SCHROEPFER MICHAEL TODD
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 2018-04-10 C 66,256 a $0.00 486,486 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 1,500 d $157.91 484,986 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 5,700 d $159.44 479,286 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 15,000 d $160.30 464,286 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 6,559 d $161.42 457,727 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 800 d $162.13 456,927 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 1,600 d $163.75 455,327 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 5,845 d $164.92 449,482 indirect f2
CLASS A COMMON STOCK 2018-04-10 S 1,100 d $165.64 448,382 indirect f2
CLASS A COMMON STOCK 2018-04-10 0 $0.00 30,121 indirect f12
CLASS A COMMON STOCK 2018-04-10 0 $0.00 30,121 indirect f13
CLASS A COMMON STOCK 2018-04-10 0 $0.00 465,130 direct
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
STOCK OPTION (RIGHT TO BUY CLASS B COMMON STOCK) 2.954 2018-04-10 deemed execution date M 66,256 (d) 2019-08-18 class b common stock 66,256 $2.95 530,025 indirect by the hs trust u/a/d 9/28/2011
CLASS B COMMON STOCK 0.0 2018-04-10 deemed execution date M 66,256 (a) class a common stock 66,256 $0.00 66,256 indirect by the hs trust u/a/d 9/28/2011
CLASS B COMMON STOCK 0.0 2018-04-10 deemed execution date C 66,256 (d) class a common stock 66,256 $0.00 0 indirect by the hs trust u/a/d 9/28/2011
Footnotes
IDfootnote
f1 represents the number of shares that were acquired upon the conversion of class b common stock to class a common stock in connection with the exercise of the stock options listed in table ii.
f2 shares held of record by michael schroepfer and erin hoffmann, co-trustees of the hs trust u/a/d 9/28/2011.
f3 the sales reported on this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the holder.
f4 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $157.69 to $158.28 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 $158.84 to $159.83 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 $159.87 to $160.84 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 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $160.90 to $161.89 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.
f8 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $161.91 to $162.38 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 $163.35 to $164.22 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 $164.36 to $165.35 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 $165.44 to $165.95 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 erin hoffmann, trustee of the erin hoffmann 2017 annuity trust u/a/d 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person's spouse.
f13 shares held of record by michael schroepfer, trustee of the michael schroepfer 2017 annuity trust u/a/d 6/29/2017, a grantor retained annuity trust for the benefit of the reporting person.
f14 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.
f15 the option vested as to 1/5th of the total shares on july 15, 2010, after which 1/60th of the total shares vest monthly, subject to continued service through each vesting date. in connection with certain estate planning transfers, the reporting person transferred vested shares underlying the option to michael schroepfer and erin hoffmann, co-trustees of the hs trust u/a/d 9/28/11.
f16 options held of record by michael schroepfer and erin hoffmann, co-trustees of the hs trust u/a/d 9/28/2011.
f17 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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