Form Type: 4

SEC EDGAR Link
Acccession Number:0001127602-19-028215
Date:2019-09-09
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 2019-09-09 C 55,000 a $0.00 1,417,683 indirect f2
CLASS A COMMON STOCK 2019-09-09 S 14,400 d $186.66 1,403,283 indirect f2
CLASS A COMMON STOCK 2019-09-09 S 21,787 d $187.38 1,381,496 indirect f2
CLASS A COMMON STOCK 2019-09-09 S 18,813 d $188.52 1,362,683 indirect f2
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) 15.0 2019-09-09 deemed execution date M 55,000 (d) 2020-10-18 class b common stock 55,000 $15.00 165,000 indirect by sheryl k. sandberg, trustee of sheryl k. sandberg revocable trust uta dated september 3, 2004
CLASS B COMMON STOCK 0.0 2019-09-09 deemed execution date M 55,000 (a) class a common stock 55,000 $0.00 55,000 indirect by sheryl k. sandberg, trustee of sheryl k. sandberg revocable trust uta dated september 3, 2004
CLASS B COMMON STOCK 0.0 2019-09-09 deemed execution date C 55,000 (d) class a common stock 55,000 $0.00 0 indirect by sheryl k. sandberg, trustee of sheryl k. sandberg revocable trust uta dated september 3, 2004
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 option listed in table ii.
f2 shares held of record by sheryl k. sandberg, trustee of sheryl k. sandberg revocable trust uta dated september 3, 2004.
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 $185.96 to $186.955 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 $186.96 to $187.95 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.
f6 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $187.96 to $188.87 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 option vests as to (a) 260,000 shares in equal monthly installments over 48 months, beginning on may 1, 2013 and then (b) the remaining 940,000 shares vest in equal monthly installments over the following 12 months, subject to continued service through each vesting date.
f8 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.
f9 options held of record by sheryl k. sandberg, trustee of sheryl k. sandberg revocable trust uta dated september 3, 2004.
f10 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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