SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Schroepfer Michael Todd
(Last) (First) (Middle)
C/O FACEBOOK INC.
1601 WILLOW ROAD
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Facebook Inc [ FB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 11/20/2019 G 328 D $0 0 I The Erin Hoffmann 2017 Annuity Trust U/A/D 6/29/2017(1)
Class A Common Stock 11/20/2019 G 328 A $0 328 I The Clover Irrevocable Nonexempt Trust U/A/D 6/27/2011(2)
Class A Common Stock 11/20/2019 G 328 D $0 0 I The Michael Schroepfer 2017 Annuity Trust U/A/D 6/29/2017(3)
Class A Common Stock 11/20/2019 G 328 A $0 656 I The Clover Irrevocable Nonexempt Trust U/A/D 6/27/2011(2)
Class A Common Stock 11/20/2019 G 11,930 D $0 24,570 I The Erin Hoffmann 2018 Annuity Trust U/A/D 11/15/2018(4)
Class A Common Stock 11/20/2019 G 11,930 A $0 516,967 I The HS Trust U/A/D 9/28/2011(5)
Class A Common Stock 11/20/2019 G 11,930 D $0 24,570 I The Michael Schroepfer 2018 Annuity Trust U/A/D 11/15/2018(6)
Class A Common Stock 11/20/2019 G 11,930 A $0 528,897 I The HS Trust U/A/D 9/28/2011(5)
Class A Common Stock 11/22/2019 G(7) 49,000 D $0 479,897 I The HS Trust U/A/D 9/28/2011(5)
Class A Common Stock 412,247 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The Clover Irrevocable Nonexempt Trust U/A/D 6/27/2011.
3. 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.
4. Shares held of record by Erin Hoffmann, Trustee of The Erin Hoffmann 2018 Annuity Trust U/A/D 11/15/2018, a grantor retained annuity trust for the benefit of the reporting person's spouse.
5. Shares held of record by Michael Schroepfer and Erin Hoffmann, Co-Trustees of The HS Trust U/A/D 9/28/2011.
6. Shares held of record by Michael Schroepfer, Trustee of The Michael Schroepfer 2018 Annuity Trust U/A/D 11/15/2018, a grantor retained annuity trust for the benefit of the reporting person.
7. Represents shares of Class A Common Stock that the holder donated as a gift to a charitable entity.
Remarks:
This is 2 of 2 Forms 5 being filed.
/s/ Michael Johnson as attorney-in-fact for Michael T. Schroepfer 02/13/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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